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Equity Loan Agreement
"I need a Belgian law Equity Loan Agreement for a €2 million investment into a biotech startup, with conversion rights exercisable after 18 months and a 6% annual interest rate, including anti-dilution protection and board observer rights."
1. Parties: Identification of the lender and borrower, including full legal names, registration details, and addresses
2. Background: Context of the agreement, including purpose of the loan and any relevant corporate background
3. Definitions: Definitions of key terms used throughout the agreement
4. Loan Amount and Purpose: Specification of the loan amount, currency, and intended use of funds
5. Equity Conversion Terms: Detailed terms for converting the loan into equity, including conversion price, timing, and mechanisms
6. Interest and Payments: Interest rate, calculation method, payment schedule, and payment mechanisms
7. Security and Ranking: Position of the loan in relation to other debt, any security provided
8. Conditions Precedent: Conditions that must be satisfied before the loan becomes effective
9. Representations and Warranties: Statements of fact and assurances given by the borrower
10. Covenants: Ongoing obligations of the borrower during the term of the loan
11. Events of Default: Circumstances that would trigger default and consequences
12. Termination: Circumstances and procedures for ending the agreement
13. Notices: Communication procedures between parties
14. Governing Law and Jurisdiction: Confirmation of Belgian law and jurisdiction
1. Information Rights: Additional reporting requirements and information access rights for the lender, typically included for larger loans
2. Board Observer Rights: Rights of the lender to appoint an observer to the borrower's board, usually for strategic investments
3. Anti-dilution Protection: Provisions protecting the conversion rights from dilution, important if future equity rounds are anticipated
4. Tag-Along Rights: Rights to participate in future sales of shares, relevant for strategic investors
5. Pre-emption Rights: Rights to participate in future funding rounds, important for strategic investors
6. Exit Rights: Provisions regarding sale of the company or IPO scenarios
7. Subordination Provisions: Required if the loan needs to be subordinated to other debt
8. Tax Provisions: Detailed tax treatment and gross-up provisions, important for cross-border loans
1. Conditions Precedent Schedule: Detailed list of all conditions to be satisfied before drawdown
2. Form of Drawdown Notice: Template for requesting disbursement of the loan
3. Form of Conversion Notice: Template for exercising conversion rights
4. Calculation of Conversion Price: Detailed methodology and examples of conversion price calculations
5. Company Information: Key corporate information including capitalization table
6. Security Documents: If applicable, details of any security arrangements
7. Shareholders' Agreement Terms: Key terms that will apply post-conversion
Authors
Agreement
Business Day
Closing Date
Company
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest
Event of Default
Facility
Final Maturity Date
Financial Indebtedness
Financial Statements
Group
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Material Adverse Effect
Original Financial Statements
Parties
Permitted Security
Potential Event of Default
Relevant Period
Repayment Date
Security
Shareholders
Shareholders' Agreement
Shares
Subscription Price
Subsidiary
Tax
Transaction Documents
Valuation
Interest
Repayment
Conversion Rights
Security
Conditions Precedent
Representations and Warranties
Covenants
Information Undertakings
Financial Covenants
Events of Default
Acceleration
Anti-dilution Protection
Share Rights
Board Rights
Voting Rights
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Assignment and Transfer
Notices
Amendments and Waivers
Costs and Expenses
Tax Gross-up
Severability
Counterparts
Governing Law
Jurisdiction
Technology
Real Estate
Manufacturing
Healthcare
Renewable Energy
Financial Services
E-commerce
Biotechnology
Software Development
Professional Services
Media and Entertainment
Telecommunications
Legal
Finance
Treasury
Corporate Development
Compliance
Risk Management
Corporate Secretariat
Tax
Accounting
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Treasury Manager
Company Secretary
Financial Controller
Risk Manager
Compliance Officer
Corporate Development Director
Investment Banker
Private Equity Associate
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