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Convertible Loan Agreement
"I need a Convertible Loan Agreement for a PHP 5 million investment into my tech startup, with conversion rights triggered at the next funding round or by March 2025, including standard minority investor protections and information rights."
1. Parties: Identification of the Lender and Borrower, including complete legal names and addresses
2. Background: Context of the agreement, including the Borrower's business and purpose of the loan
3. Definitions: Definitions of key terms used throughout the agreement
4. Loan Amount and Disbursement: Details of the loan amount, disbursement conditions and procedure
5. Interest: Interest rate, calculation method, and payment terms
6. Repayment Terms: Schedule and methods of repayment, prepayment provisions
7. Conversion Rights: Terms and conditions for converting the loan into equity, including conversion price and timing
8. Conversion Procedure: Detailed process for executing the conversion, including notices and documentation
9. Representations and Warranties: Standard declarations by both parties about their capacity and authority
10. Covenants: Ongoing obligations of the Borrower during the loan term
11. Events of Default: Circumstances constituting default and consequences
12. Security: Any security or guarantees provided for the loan
13. Termination: Circumstances and process for terminating the agreement
14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Information Rights: Additional reporting requirements for the Lender, used when the Lender requires specific company information
2. Board Observer Rights: Rights of the Lender to appoint a board observer, used in larger financing arrangements
3. Anti-dilution Protection: Protection against dilution of conversion rights, used in cases with multiple financing rounds anticipated
4. Tag-Along Rights: Rights to participate in future sales of shares, used for larger investments
5. Foreign Investment Provisions: Special provisions for foreign lenders, used when the Lender is not a Philippine entity
6. Multiple Lender Provisions: Provisions for coordinating multiple lenders, used when there are several lenders party to the agreement
7. Intellectual Property Rights: Special provisions protecting IP rights, used when the Borrower has significant IP assets
8. Employee Matters: Provisions regarding key employees, used when retention of specific employees is crucial
1. Schedule 1 - Conversion Notice Form: Template form for exercising conversion rights
2. Schedule 2 - Capitalization Table: Current and post-conversion shareholding structure
3. Schedule 3 - Calculation of Conversion Price: Detailed methodology for calculating the conversion price
4. Schedule 4 - Conditions Precedent: List of conditions to be satisfied before loan disbursement
5. Schedule 5 - Financial Covenants: Specific financial metrics and ratios to be maintained
6. Schedule 6 - Disclosure Schedule: Disclosures against representations and warranties
7. Appendix A - Draw Down Notice: Form for requesting loan disbursement
8. Appendix B - Corporate Authorizations: Required corporate approvals and resolutions
9. Appendix C - Security Documentation: Forms and details of any security arrangements
Authors
Agreement
Applicable Law
Articles of Incorporation
Board
Business Day
By-Laws
Change of Control
Company
Completion
Conditions Precedent
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Drawdown
Drawdown Date
Drawdown Notice
Encumbrance
Event of Default
Exercise Period
Exit Event
Financial Indebtedness
Financial Statements
Financial Year
Group
Interest Payment Date
Interest Period
Interest Rate
IPO
Lender
Loan
Loan Amount
Material Adverse Effect
Maturity Date
Next Equity Financing
Original Shareholders
Parties
Permitted Security Interest
PHP
Pre-Money Valuation
Qualified Financing
Repayment Date
SEC
Security
Security Documents
Shareholders Agreement
Shares
Subsidiary
Tax
Transaction Documents
Trigger Event
USD
Valuation Cap
Warranties
Interest
Repayment
Conversion Rights
Security
Representations and Warranties
Covenants
Information Rights
Default
Acceleration
Assignment
Confidentiality
Anti-Money Laundering
Foreign Exchange
Share Rights
Board Rights
Tag-Along Rights
Anti-Dilution
Subordination
Most Favored Nation
Costs and Expenses
Notices
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Data Privacy
Indemnification
Tax
Registration Rights
Termination
Survival
Technology
E-commerce
Financial Services
Healthcare
Manufacturing
Real Estate
Renewable Energy
Agriculture Technology
Education Technology
Retail
Telecommunications
Transportation
Food and Beverage
Business Services
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Risk Management
Corporate Development
Investment
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Corporate Lawyer
Finance Director
Venture Capital Associate
Investment Banker
Corporate Secretary
Compliance Officer
Treasury Manager
Business Development Director
Fund Manager
Company Director
Financial Controller
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