The Loan Conversion Agreement is a crucial document used when parties wish to transform debt obligations into equity ownership, commonly utilized in corporate restructuring, startup funding, or financial distress scenarios. This agreement type is particularly relevant in Hong Kong's dynamic business environment, where debt-to-equity conversions are frequently used as part of investment strategies or corporate reorganizations. The document must comply with Hong Kong's Companies Ordinance and Securities and Futures Ordinance, particularly regarding share issuance and securities regulations. It typically includes detailed provisions on conversion triggers, price calculation mechanisms, resulting shareholding structures, and necessary corporate and regulatory approvals. The agreement serves as a bridge between the original loan documentation and the new equity arrangement, ensuring a clear legal framework for the transformation of the creditor-debtor relationship into a shareholder relationship.
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1. Parties: Identification of the Lender, Borrower, and any guarantors or other relevant parties
2. Background: Recitals describing the existing loan arrangement, purpose of conversion agreement, and any relevant corporate approvals
3. Definitions: Defined terms including Loan Amount, Conversion Price, Conversion Shares, Conversion Date, etc
4. Acknowledgment of Existing Loan: Confirmation of outstanding loan amount and terms of original loan agreement
5. Conversion Rights: Details of when and how the loan may be converted, including conversion price and mechanism
6. Conversion Procedure: Step-by-step process for exercising conversion rights and completing the conversion
7. Resulting Share Rights: Description of the rights attached to shares issued upon conversion
8. Representations and Warranties: Standard and specific representations regarding authority, share issuance, and corporate status
9. Covenants: Ongoing obligations of parties before and after conversion
10. Completion Requirements: Actions required to complete the conversion including regulatory filings
11. Termination: Circumstances under which the agreement can be terminated
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc
1. Security Arrangements: Include if the loan is secured and how security will be treated upon conversion
2. Interest Treatment: Include if there are specific provisions for handling accrued interest upon conversion
3. Anti-dilution Provisions: Include if protection against share dilution is required
4. Tag-Along Rights: Include if minority shareholder protection is needed post-conversion
5. Board Appointment Rights: Include if the lender will get board representation rights post-conversion
6. Pre-emptive Rights: Include if the converted shareholder will have rights in future share issues
7. Regulatory Compliance: Include if specific regulatory requirements apply to the conversion
1. Schedule 1 - Loan Details: Details of the existing loan including amount, interest rate, and maturity
2. Schedule 2 - Conversion Formula: Detailed calculation method for conversion price and number of shares
3. Schedule 3 - Form of Conversion Notice: Template notice for exercising conversion rights
4. Schedule 4 - Completion Documents: List of documents required to effect the conversion
5. Schedule 5 - Share Rights: Detailed terms of the shares to be issued upon conversion
6. Appendix A - Copy of Board Resolutions: Corporate approvals authorizing the conversion arrangement
7. Appendix B - Shareholders' Agreement Terms: Key terms to apply to the converted shareholder if applicable
Relevant legal definitions
Accrued Interest
Articles
Board
Business Day
Companies Ordinance
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Existing Loan
Existing Loan Agreement
Existing Shareholders
Encumbrance
Event of Default
Facility
Group
Hong Kong
HKD
Interest Rate
Listing Rules
Loan Amount
Long Stop Date
Material Adverse Effect
Original Lender
Parties
Principal Amount
Regulatory Approvals
Relevant Exchange Rate
Reserved Matters
Security
Security Documents
Share Capital
Shareholders Agreement
Shares
SFC
Stamp Duty
Subscription Price
Subscription Rights
Transaction Documents
Warranties
Articles
Board
Business Day
Companies Ordinance
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Existing Loan
Existing Loan Agreement
Existing Shareholders
Encumbrance
Event of Default
Facility
Group
Hong Kong
HKD
Interest Rate
Listing Rules
Loan Amount
Long Stop Date
Material Adverse Effect
Original Lender
Parties
Principal Amount
Regulatory Approvals
Relevant Exchange Rate
Reserved Matters
Security
Security Documents
Share Capital
Shareholders Agreement
Shares
SFC
Stamp Duty
Subscription Price
Subscription Rights
Transaction Documents
Warranties
Clauses
Interpretation
Acknowledgment of Debt
Conversion Rights
Conversion Mechanism
Conversion Price
Conditions Precedent
Representations and Warranties
Covenants
Share Rights
Anti-dilution
Security
Interest
Events of Default
Completion
Board Appointment Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Assignment
Notices
Further Assurance
Costs and Expenses
Amendments
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Acknowledgment of Debt
Conversion Rights
Conversion Mechanism
Conversion Price
Conditions Precedent
Representations and Warranties
Covenants
Share Rights
Anti-dilution
Security
Interest
Events of Default
Completion
Board Appointment Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Assignment
Notices
Further Assurance
Costs and Expenses
Amendments
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Financial Services
Technology Startups
Real Estate
Manufacturing
Private Equity
Venture Capital
Infrastructure
Healthcare
Telecommunications
Mining and Resources
Retail
Professional Services
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Risk Management
Corporate Development
Investment
Board Secretariat
Corporate Finance
Relevant Roles
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Investment Manager
Compliance Officer
Financial Controller
Treasury Manager
Board Director
Chief Executive Officer
Investment Banker
Restructuring Officer
Company Secretary
Risk Manager
Corporate Finance Manager
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