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Convertible Agreement Regarding Equity
"I need a Belgian law Convertible Agreement Regarding Equity for a €500,000 investment in my biotech startup, with a 20% discount rate and automatic conversion on a qualifying financing round of €2 million or more."
1. Parties: Identification of the company and the investor(s), including their legal details and registered addresses
2. Background: Context of the investment and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including financial and technical terms specific to convertible instruments
4. Investment Amount: Specification of the investment amount and payment terms
5. Interest: Terms regarding any interest accruing on the investment amount
6. Conversion Rights: Detailed mechanisms and conditions for converting the investment into equity
7. Conversion Price: Formula and mechanisms for determining the share price upon conversion
8. Qualifying Financing: Definition and terms of qualifying financing events that trigger automatic conversion
9. Maturity Date: Terms regarding the maturity of the investment and related rights
10. Company Representations and Warranties: Standard company representations including authority, compliance, and disclosure
11. Investor Representations and Warranties: Standard investor representations including investment capacity and sophistication
12. Information Rights: Investor's rights to receive company information and financial statements
13. Transfer Restrictions: Limitations on the transfer of rights under the agreement
14. Notices: Process and requirements for formal communications between parties
15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
16. Execution: Signature blocks and execution requirements
1. Most Favored Nation: Provision ensuring investor receives the benefit of more favorable terms granted to future investors - useful for early-stage investments
2. Pre-emptive Rights: Rights of the investor to participate in future funding rounds - include when negotiated with sophisticated investors
3. Board Observer Rights: Rights to attend board meetings as an observer - include for larger investments
4. Exit Rights: Specific rights in case of company sale or IPO - important for later-stage investments
5. Anti-dilution Protection: Protection against dilution in certain circumstances - include for larger or strategic investments
6. Confidentiality: Detailed confidentiality provisions - include when not covered by separate NDA
7. Tax Provisions: Specific tax-related provisions - include when there are complex tax implications
1. Schedule 1 - Capitalization Table: Current capital structure of the company including all share classes and option pools
2. Schedule 2 - Form of Conversion Notice: Template notice for exercising conversion rights
3. Schedule 3 - Key Terms of Qualifying Financing: Detailed terms that constitute a qualifying financing event
4. Schedule 4 - Calculation of Conversion Price: Detailed formulas and examples of conversion price calculations
5. Schedule 5 - Company Information: Key company information including corporate documents and financial statements
6. Appendix A - Shareholders' Agreement Terms: Key terms to be included in shareholders' agreement upon conversion
7. Appendix B - Articles of Association Amendments: Required amendments to articles of association upon conversion
Authors
Articles of Association
Board
Business Day
Company
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Deed of Adherence
Discount Rate
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group
Investment Amount
Interest Rate
Investor
IPO
Maturity Date
New Securities
Noteholder
Ordinary Shares
Pre-money Valuation
Post-money Valuation
Qualifying Financing
Qualifying Financing Price
Related Parties
Relevant Securities
Share Capital
Shareholders Agreement
Shares
Subscription Price
Subsidiary
Valuation Cap
Working Capital
Subscription
Interest
Conversion Rights
Conversion Mechanics
Qualifying Financing
Maturity
Company Representations and Warranties
Investor Representations and Warranties
Information Rights
Pre-emptive Rights
Anti-dilution Protection
Transfer Restrictions
Most Favored Nation
Events of Default
Exit Rights
Tag-Along Rights
Board Observer Rights
Confidentiality
Assignment
Notices
Amendment and Waiver
Costs
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Counterparts
Technology
Biotechnology
Life Sciences
Financial Services
E-commerce
Clean Technology
Software Development
Healthcare Technology
Digital Media
Renewable Energy
Professional Services
Manufacturing Innovation
Legal
Finance
Executive Leadership
Corporate Development
Investment
Compliance
Corporate Secretariat
Treasury
Business Development
Investor Relations
Chief Executive Officer
Chief Financial Officer
Investment Manager
Legal Counsel
Corporate Lawyer
Investment Director
Startup Founder
Managing Director
Corporate Secretary
Finance Director
Venture Capital Partner
Business Development Director
Investment Analyst
Compliance Officer
General Counsel
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