Convertible Loan Stock Agreement Template for Philippines

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Key Requirements PROMPT example:

Convertible Loan Stock Agreement

"I need a Convertible Loan Stock Agreement under Philippine law for a PHP 10 million investment in our tech startup, with conversion rights triggered either at a qualified financing round of PHP 50 million or an IPO, and a 15% discount on conversion price."

Document background
The Convertible Loan Stock Agreement is a strategic financing instrument used when companies seek funding while maintaining flexibility in their capital structure. This document is particularly relevant in the Philippine market where companies may need growth capital but prefer to defer equity dilution. The agreement provides a framework for investors to extend loans that can later be converted into equity, typically at a discount or based on future valuation events. It must comply with Philippine regulatory requirements, including those set by the Securities and Exchange Commission and the Revised Corporation Code. The document includes detailed provisions on conversion rights, pricing mechanisms, company warranties, and investor protections, making it suitable for both institutional and sophisticated individual investors. This type of agreement is commonly used in startup funding rounds, corporate restructuring, or when companies need bridge financing before a larger funding event.
Suggested Sections

1. Parties: Identification of the Lender(s) and the Company

2. Background: Context of the agreement and purpose of the convertible loan

3. Definitions: Definitions of key terms used throughout the agreement

4. Loan Amount and Drawdown: Specification of the loan amount, drawdown conditions and mechanics

5. Interest: Interest rate, calculation method, and payment terms

6. Conversion Rights: Terms and conditions for converting the loan into shares

7. Conversion Price and Mechanisms: Formula for conversion price and detailed mechanics of conversion process

8. Repayment Terms: Conditions for repayment if not converted, including maturity date

9. Company Warranties: Company's representations and warranties

10. Lender Warranties: Lender's representations and warranties

11. Information Rights: Company's obligations to provide financial and other information

12. Events of Default: Circumstances constituting default and consequences

13. Termination: Circumstances and process for terminating the agreement

14. Confidentiality: Obligations regarding confidential information

15. Notices: Process for giving formal notices under the agreement

16. General Provisions: Standard boilerplate clauses including governing law, assignment, and amendments

Optional Sections

1. Security: Terms of any security or guarantees for the loan - include if the loan is secured

2. Multiple Lenders: Provisions for managing multiple lenders - include if more than one lender

3. Tag-Along Rights: Rights of lender to participate in share sales - include if negotiated

4. Anti-dilution Protection: Protection against share dilution - include if specifically required

5. Board Representation: Rights to appoint board observers/directors - include if agreed

6. Foreign Investment Provisions: Specific provisions required for foreign lenders - include if foreign lenders involved

7. Subordination: Terms of subordination to other debt - include if required by other lenders

8. Exit Rights: Special rights on exit events - include if specifically negotiated

Suggested Schedules

1. Loan Terms: Detailed terms of the loan including amount, interest rate, and key dates

2. Conversion Terms: Detailed conversion mechanics, formulas, and worked examples

3. Form of Conversion Notice: Template notice for exercising conversion rights

4. Warranties: Detailed list of warranties given by the Company

5. Capitalization Table: Current and post-conversion capital structure

6. Required Corporate Approvals: List of corporate approvals obtained/required for the agreement

7. Security Documents: Details of any security provided (if applicable)

8. Draw Down Notice: Template notice for drawing down the loan

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Finance

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Corporate Development

Compliance

Executive Management

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Chief Executive Officer

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Corporate Lawyer

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Venture Capital Partner

Investment Banker

Corporate Finance Manager

Treasury Manager

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Compliance Officer

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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