The Loan Conversion Agreement is a specialized legal instrument used when parties wish to transform debt obligations into equity ownership within an Irish company. This type of agreement is commonly employed in corporate refinancing, startup funding rounds, or financial restructuring scenarios where a lender agrees to exchange their debt position for an equity stake in the borrower company. The document must comply with Irish corporate law, particularly the Companies Act 2014, and relevant financial regulations. It typically includes comprehensive details about the existing loan, conversion mechanics, valuation methodologies, and resulting shareholding structure. The agreement is particularly relevant in situations where companies seek to improve their balance sheet by reducing debt obligations, or when investors wish to take a more active ownership position in the business. The document must address various legal and practical considerations, including tax implications, shareholder rights, and corporate governance changes resulting from the conversion.
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1. Parties: Identification of the borrower, lender, and any other relevant parties to the agreement
2. Background: Recitals explaining the existing loan arrangement and the parties' intention to convert the loan to equity
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Existing Loan Details: Description of the current loan, including amount, interest, and key terms
5. Conversion Terms: Core terms of the conversion, including conversion price, timing, and resulting equity stake
6. Conditions Precedent: Conditions that must be satisfied before the conversion can take place
7. Mechanics of Conversion: Detailed process for executing the conversion, including documentation requirements
8. Representations and Warranties: Standard representations and warranties from both parties
9. Post-Conversion Rights: Rights attached to the shares post-conversion
10. Costs and Taxes: Allocation of costs and tax responsibilities related to the conversion
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction for disputes
1. Anti-dilution Provisions: Include when protection against future share dilution is required
2. Tag-Along Rights: Include when minority shareholder protection is needed post-conversion
3. Board Appointment Rights: Include when the conversion gives the right to appoint board members
4. Information Rights: Include when the converted shareholder requires specific information access rights
5. Pre-emption Rights: Include when the converted shareholder should have rights to participate in future share issues
6. Transfer Restrictions: Include when restrictions on share transfers are needed post-conversion
7. Partial Conversion Provisions: Include when the agreement allows for partial or staged conversion of the loan
1. Schedule 1 - Existing Loan Agreement: Copy or details of the original loan agreement being converted
2. Schedule 2 - Form of Conversion Notice: Template notice to be used when exercising conversion rights
3. Schedule 3 - Share Capital Structure: Details of the company's share capital pre and post-conversion
4. Schedule 4 - Calculation of Conversion Price: Detailed methodology for calculating the conversion price
5. Schedule 5 - Required Corporate Approvals: List of corporate approvals needed to effect the conversion
6. Schedule 6 - Form of Share Certificate: Template share certificate for converted shares
7. Appendix A - Shareholders' Agreement: Form of shareholders' agreement to be entered into upon conversion
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