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Debt Conversion Agreement
"I need a Debt Conversion Agreement for converting PHP 50 million of corporate debt owed to ABC Bank into common shares of our manufacturing company, with the conversion to be completed by March 2025."
1. Parties: Identifies the debtor company and the creditor(s) entering into the agreement
2. Background: Recitals explaining the existing debt and the parties' intention to convert it
3. Definitions: Defines key terms used throughout the agreement
4. Acknowledgment of Existing Debt: Confirms the amount and details of the existing debt being converted
5. Conversion Terms: Specifies the conversion ratio, price, and mechanism for converting debt to equity or other securities
6. Implementation of Conversion: Details the process and timeline for implementing the conversion
7. Issuance of Securities: Describes the securities to be issued and their terms
8. Representations and Warranties: Standard representations from both parties regarding authority, validity, and compliance
9. Conditions Precedent: Conditions that must be satisfied before the conversion can take place
10. Corporate Actions: Required corporate actions to effect the conversion
11. Tax Provisions: Addresses tax implications and responsibilities
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Regulatory Compliance: Required when specific regulatory approvals (e.g., SEC, BSP) are needed for the conversion
2. Foreign Exchange Provisions: Needed when the debt involves foreign currency or foreign parties
3. Creditor Committee Provisions: Required in cases involving multiple creditors
4. Security Arrangements: Needed if any security interests are being retained or modified
5. Registration Rights: Required when the converted securities need to be registered with regulatory authorities
6. Corporate Governance: Needed if the conversion results in significant ownership changes requiring board representation
7. Restructuring Provisions: Required when the conversion is part of a larger corporate restructuring
1. Schedule A - Debt Details: Detailed description of the existing debt including principal amount, interest, and other charges
2. Schedule B - Conversion Calculations: Detailed calculations showing the conversion ratio and resulting securities
3. Schedule C - Form of Securities: Form of share certificates or other securities to be issued
4. Schedule D - Corporate Authorizations: Copies of board resolutions and other corporate authorizations
5. Schedule E - Regulatory Approvals: Copies of required regulatory approvals or filings
6. Schedule F - Amended Articles of Incorporation: If required, proposed amendments to the articles of incorporation
7. Schedule G - Closing Checklist: List of all documents and actions required for closing the conversion
Authors
Authorized Capital Stock
Board
Business Day
Closing
Closing Date
Company
Conversion
Conversion Date
Conversion Price
Conversion Ratio
Conversion Shares
Creditor
Debt
Debt Amount
Default
Effective Date
Encumbrance
Event of Default
Existing Debt
Financial Statements
Governmental Authority
Interest
Issue Price
Material Adverse Effect
Outstanding Amount
Par Value
Parties
Philippine Peso
Principal Amount
Regulatory Approvals
Relevant Securities
SEC
Securities
Security Interest
Shareholders
Subscription Price
Tax
Transaction Documents
Valuation
BSP
Articles of Incorporation
By-laws
Common Shares
Conditions Precedent
Corporate Records
Due Diligence
Implementation Steps
Liens
Material Contracts
Preferred Shares
Registration Rights
Representations and Warranties
Conversion Mechanism
Share Issuance
Consideration
Conditions Precedent
Representations and Warranties
Corporate Authority
Regulatory Compliance
Securities Issuance
Implementation
Closing Conditions
Tax Provisions
Confidentiality
Assignment
Notices
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Costs and Expenses
Indemnification
Termination
Survival
Registration Rights
Corporate Approvals
Foreign Exchange
Security Release
Anti-Money Laundering
Documentation
Share Rights
Default
Remedies
Banking & Financial Services
Manufacturing
Real Estate & Property
Infrastructure & Construction
Technology
Telecommunications
Energy & Utilities
Mining & Resources
Retail & Consumer Goods
Healthcare & Pharmaceuticals
Agriculture & Food Production
Transportation & Logistics
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Risk Management
Corporate Finance
Board of Directors
Executive Management
Investor Relations
Chief Financial Officer
Financial Director
Corporate Treasurer
General Counsel
Legal Director
Corporate Secretary
Chief Executive Officer
Finance Manager
Investment Officer
Compliance Officer
Risk Manager
Corporate Restructuring Officer
Senior Legal Counsel
Financial Controller
Board Director
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