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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."
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
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
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
Affiliate
Articles of Incorporation
Board
Business Day
By-Laws
Change of Control
Completion
Completion Date
Confidential Information
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
Existing Shareholders
Financial Indebtedness
Financial Year
Group
Interest Payment Date
Interest Rate
IPO
Lender
Loan
Loan Amount
Loan Stock
Material Adverse Effect
Maturity Date
New Securities
Ordinary Shares
Parent Company
Permitted Encumbrance
PHP
Qualified Financing
Relevant Indebtedness
Repayment Date
SEC
Security
Security Documents
Shareholders Agreement
Subsidiary
Subscription Rights
Tax
Transaction Documents
Valuation
Warranties
Interpretation
Loan Terms
Interest
Drawdown
Repayment
Conversion Rights
Conversion Price
Anti-dilution
Security
Representations and Warranties
Covenants
Information Rights
Pre-emptive Rights
Tag-Along Rights
Events of Default
Acceleration
Assignment
Confidentiality
Board Rights
Voting Rights
Dividend Rights
Change of Control
IPO Rights
Notices
Governing Law
Jurisdiction
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Costs and Expenses
Subordination
Further Assurance
Counterparts
Technology
Financial Services
Healthcare
Manufacturing
Real Estate
E-commerce
Telecommunications
Renewable Energy
Biotechnology
Software
Consumer Goods
Professional Services
Legal
Finance
Treasury
Corporate Development
Compliance
Executive Management
Board of Directors
Investment
Corporate Secretarial
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Investment Manager
Finance Director
Company Secretary
Venture Capital Partner
Investment Banker
Corporate Finance Manager
Treasury Manager
Legal Counsel
Compliance Officer
Board Director
Financial Controller
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