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Loan Conversion To Equity Agreement
"I need a Loan Conversion to Equity Agreement under Indonesian law for my tech startup, where a Singapore-based venture capital firm will convert their $500,000 convertible loan into a 20% equity stake, with the conversion scheduled for March 2025."
1. Parties: Identification of the lender, borrower, and any other relevant parties to the agreement
2. Background: Recitals describing the existing loan arrangement and the parties' intention to convert the loan to equity
3. Definitions: Definitions of key terms used throughout the agreement
4. Loan Amount and Status: Details of the existing loan, including principal amount, interest, and current status
5. Conversion Terms: Specific terms of the conversion, including conversion price, number of shares to be issued, and timing
6. Conversion Mechanics: Step-by-step process for executing the conversion, including corporate approvals and documentation requirements
7. Representations and Warranties: Statements of fact by both parties regarding their authority, capacity, and other relevant matters
8. Conditions Precedent: Conditions that must be satisfied before the conversion can take place
9. Share Rights and Restrictions: Description of the rights attached to the shares and any restrictions on transfer
10. Covenants: Ongoing obligations of the parties before and after conversion
11. Corporate Governance: Post-conversion management and voting rights arrangements
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Security Release: Required if the original loan was secured and security needs to be released upon conversion
2. Foreign Investment Provisions: Required if the lender is a foreign entity, addressing compliance with Indonesian foreign investment regulations
3. Tag-Along Rights: Optional protection for minority shareholders in case of future sale
4. Anti-Dilution Protection: Optional protection against future share issuances that could dilute the converted shares
5. Board Appointment Rights: Optional provisions for appointment of directors post-conversion
6. IPO Rights: Optional provisions regarding future public offerings
7. Partial Conversion Mechanics: Required if the agreement allows for partial conversion of the loan
8. Tax Provisions: Detailed tax treatment if specific tax arrangements are needed
1. Loan Details Schedule: Detailed breakdown of the loan amount, interest, and payment history
2. Conversion Calculations: Detailed calculations showing how the loan amount converts to shares
3. Form of Conversion Notice: Template notice to be used when initiating the conversion
4. Required Corporate Approvals: List of all corporate and regulatory approvals needed
5. Shareholders Agreement Terms: Key terms to be included in the shareholders agreement post-conversion
6. Share Certificate Template: Form of share certificate to be issued upon conversion
7. Company's Corporate Documents: Copies of relevant corporate documents including articles of association
8. Regulatory Approvals: Copies of required regulatory approvals or licenses
Authors
Articles of Association
Board of Directors
Business Day
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rate
Conversion Shares
Deed of Assignment
Encumbrance
Event of Default
Existing Shareholders
Foreign Investment Approval
General Meeting of Shareholders
Governmental Authority
IDX
Interest
Loan
Loan Agreement
Material Adverse Change
New Shares
OJK
Original Loan Amount
Outstanding Amount
Parties
Principal
Regulatory Approvals
Relevant Permits
Security
Security Interest
Share Capital
Shareholders Agreement
Shares
Subscription Price
Subsequent Funding Round
Transaction Documents
Valuation
Warranties
Loan Acknowledgment
Conversion Right
Conversion Mechanics
Share Issuance
Consideration
Conditions Precedent
Completion
Representations and Warranties
Covenants
Corporate Governance
Regulatory Compliance
Foreign Investment
Security Release
Anti-dilution
Tag-along Rights
Drag-along Rights
Share Transfer Restrictions
Pre-emptive Rights
Board Appointment Rights
Information Rights
Confidentiality
Non-competition
Force Majeure
Termination
Default
Indemnification
Assignment
Notices
Amendment
Waiver
Severability
Costs and Expenses
Governing Law
Dispute Resolution
Banking and Financial Services
Private Equity
Venture Capital
Technology and Startups
Manufacturing
Real Estate
Infrastructure
Energy
Mining
Agriculture
Healthcare
Retail
Telecommunications
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Risk Management
Corporate Development
Investment
Board of Directors
Corporate Governance
Regulatory Affairs
Chief Financial Officer
Chief Executive Officer
Finance Director
Legal Director
Corporate Secretary
Investment Manager
Treasury Manager
Financial Controller
Legal Counsel
Compliance Officer
Company Director
Board Member
Investment Analyst
Corporate Finance Manager
Risk Manager
Managing Director
Company Secretary
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