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1. Parties: Identification of the Lender and Borrower, including their legal status and registration details
2. Background: Details of the original loan agreement, current outstanding amount, and rationale for conversion
3. Definitions: Key terms used throughout the agreement, including financial and technical terms
4. Original Loan Details: Summary of the existing loan terms, including principal amount, interest rate, and maturity date
5. Conversion Terms: Specific mechanisms and conditions for converting the loan to equity, including conversion price/ratio
6. Conversion Process: Step-by-step procedure for implementing the conversion, including timing and notices
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
8. Corporate Approvals: Required board resolutions, shareholder approvals, and regulatory clearances
9. Post-Conversion Rights: Rights attached to the new shares and any special privileges granted to the converting lender
10. Regulatory Compliance: Compliance requirements with SECP, State Bank of Pakistan, and other relevant authorities
11. Governing Law and Jurisdiction: Specification of Pakistani law as governing law and jurisdiction for disputes
1. Anti-dilution Protection: Provisions protecting the converting lender from future share dilution, used when requested by the lender
2. Tag-Along Rights: Rights allowing the new shareholder to join in any future sale of shares, included for minority shareholder protection
3. Board Representation: Rights of the converting lender to appoint board members, included for significant equity conversions
4. Foreign Exchange Provisions: Special provisions for foreign lenders regarding currency conversion and repatriation
5. Put Option: Right of the converting lender to sell shares back under specific circumstances
6. Partial Conversion Rights: Provisions allowing for gradual or partial conversion of the loan, used in phased conversions
1. Schedule 1 - Original Loan Agreement: Copy or summary of the original loan agreement being converted
2. Schedule 2 - Conversion Calculations: Detailed methodology and calculations for the conversion ratio/price
3. Schedule 3 - New Shareholding Structure: Pre and post-conversion shareholding pattern of the company
4. Schedule 4 - Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations
5. Schedule 5 - Regulatory Approvals: Copies of required regulatory approvals and compliance certificates
6. Appendix A - Share Certificate Template: Format of the share certificates to be issued post-conversion
7. Appendix B - Conversion Notice Format: Template for the formal conversion notice to be issued
Original Loan Agreement
Principal Amount
Outstanding Amount
Interest
Default Interest
Conversion Date
Conversion Notice
Conversion Price
Conversion Ratio
Conversion Shares
Completion
Business Day
Board of Directors
Board Resolution
Company
Companies Act
Constitutional Documents
Encumbrance
Equity Shares
Event of Default
Financial Year
Governmental Authority
Lender
Material Adverse Effect
Ordinary Shares
Party/Parties
PKR
Regulatory Approvals
SECP
Securities
Shareholders
Shareholders' Agreement
Share Capital
Subscription Price
Valuation
Working Day
Articles of Association
Memorandum of Association
Closing
Conditions Precedent
Effective Date
Long Stop Date
Representations and Warranties
Security Interest
State Bank of Pakistan
Stock Exchange
Loan Acknowledgment
Conversion Mechanism
Conversion Price
Conditions Precedent
Representations and Warranties
Corporate Authorization
Share Issuance
Regulatory Compliance
Post-Conversion Rights
Anti-dilution Protection
Board Representation
Information Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Transfer Restrictions
Confidentiality
Non-Competition
Share Certificates
Notices
Amendment
Assignment
Severability
Force Majeure
Governing Law
Dispute Resolution
Indemnification
Costs and Expenses
Entire Agreement
Banking & Financial Services
Technology & Startups
Manufacturing
Real Estate & Construction
Healthcare
Energy & Resources
Telecommunications
Retail & Consumer Goods
Agriculture & Food Processing
Infrastructure Development
Legal
Finance
Corporate Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Investment
Board of Directors
Executive Management
Chief Financial Officer
Corporate Lawyer
Investment Banker
Company Secretary
Finance Director
Legal Counsel
Corporate Finance Manager
Restructuring Officer
Compliance Officer
Investment Manager
Private Equity Manager
Risk Manager
Treasury Manager
Board Director
Managing Director
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