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1. Parties: Identification of the Lender and the Company (Borrower), including full legal names, registration details, and addresses
2. Background: Details of the original loan agreement, current status, and the parties' intention to establish a framework for conversion of the loan to equity
3. Definitions: Definitions of key terms used throughout the agreement, including 'Conversion', 'Conversion Price', 'Conversion Shares', 'Loan Amount', etc.
4. Loan Status: Confirmation of the current loan amount, interest accrued, and any other outstanding amounts to be converted
5. Conversion Terms: Detailed terms of the conversion, including conversion price, number of shares to be issued, and class of shares
6. Conversion Mechanics: Step-by-step process for executing the conversion, including timing, notices, and documentation requirements
7. Conditions Precedent: Conditions that must be satisfied before the conversion can take place, including corporate approvals and regulatory clearances
8. Representations and Warranties: Standard representations and warranties from both parties, including company's authority to issue shares and lender's authority to accept them
9. Corporate Governance: Provisions relating to shareholder rights post-conversion, including any board representation or voting rights
10. Tax Provisions: Allocation of responsibility for any taxes arising from the conversion
11. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for dispute resolution
12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Anti-dilution Protection: Protection mechanisms for the converting lender against future share dilution, used when negotiated as part of the conversion terms
2. Tag-Along Rights: Rights allowing the new shareholder to join in any future sale of shares by major shareholders, included when converting lender requires minority shareholder protection
3. Pre-emptive Rights: Rights giving the new shareholder priority in subscribing to future share issues, included when agreed as part of conversion terms
4. Information Rights: Rights of the new shareholder to receive company information, included when converting lender requires ongoing access to company information
5. Security Release: Provisions for releasing any security associated with the original loan, included when the original loan was secured
6. Interest Treatment: Special provisions for handling accrued interest, included when parties agree to specific treatment of interest upon conversion
1. Original Loan Agreement: Copy or key terms of the original loan agreement being converted
2. Conversion Calculation: Detailed calculation showing how the loan amount converts to shares, including any adjustments or formulas
3. Form of Conversion Notice: Template notice to be used when initiating the conversion process
4. Updated Shareholders' Agreement: New or amended shareholders' agreement reflecting the converted lender's rights as shareholder
5. Corporate Approvals: Copies of required board and shareholder resolutions approving the conversion
6. Share Certificate Template: Form of share certificate to be issued upon conversion
7. Cap Table: Pre and post-conversion capitalization table showing shareholding structure
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rate
Conversion Rights
Conversion Shares
Commercial Register
Effective Date
Encumbrance
Event of Default
Existing Shareholders
Financial Year
General Meeting
Group
Interest
Lender
Loan
Loan Agreement
Loan Amount
Material Adverse Change
Maturity Date
New Shares
Original Loan Agreement
Parties
Principal Amount
Register of Shareholders
Regulatory Approvals
Securities
Share Capital
Share Certificate
Shareholders Agreement
Shares
Swiss Francs
Tax
Transaction Documents
Valuation
Voting Rights
Condition Precedent
Loan Status and Acknowledgment
Conversion Rights
Conversion Mechanics
Share Issuance
Conversion Price Adjustment
Anti-dilution Protection
Representations and Warranties
Corporate Authority
Regulatory Compliance
Information Rights
Tag-Along Rights
Pre-emptive Rights
Corporate Governance
Board Representation
Shareholder Rights
Security Release
Tax Provisions
Costs and Expenses
Confidentiality
Assignment and Transfer
Notices
Amendment and Waiver
Severability
Force Majeure
Entire Agreement
Further Assurance
Governing Law
Dispute Resolution
Technology and Startups
Financial Services
Manufacturing
Real Estate
Healthcare and Biotech
Renewable Energy
E-commerce
Professional Services
Media and Entertainment
Telecommunications
Infrastructure
Research and Development
Legal
Finance
Corporate Development
Treasury
Tax
Compliance
Board of Directors
Company Secretariat
Risk Management
Corporate Finance
Investor Relations
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Lawyer
Investment Manager
Finance Director
Company Secretary
Board Member
Managing Director
Corporate Finance Manager
Treasury Manager
Financial Controller
Investment Analyst
Legal Counsel
Tax Manager
Compliance Officer
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