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Loan Conversion To Equity Agreement
"I need a Loan Conversion To Equity Agreement to convert our outstanding loan of SGD 2 million into Series B preferred shares, with a pre-agreed conversion price of SGD 15 per share and anti-dilution protection for the investor, to be completed by March 2025."
1. Parties: Identification of the lender, borrower, and any guarantors
2. Background: Details of the original loan and circumstances leading to conversion
3. Definitions: Key terms used throughout the agreement
4. Conversion Terms: Specific conditions and mechanics of converting debt to equity
5. Conversion Price/Ratio: Formula or fixed terms for calculating conversion value
6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance
7. Completion Mechanics: Process and timing of conversion completion
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Anti-dilution Provisions: Protection mechanisms against future dilution of converted shares
2. Board Appointment Rights: Rights of the converting lender to appoint board members post-conversion
3. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares
4. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues
5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of company
1. Original Loan Agreement: Copy of the original loan documentation being converted
2. Conversion Calculations: Detailed methodology and calculations for the debt-to-equity conversion
3. Share Certificate Form: Template for new share certificates to be issued upon conversion
4. Board Resolutions: Corporate approvals and resolutions authorizing the conversion
5. Shareholders' Agreement: New or amended shareholders' agreement reflecting post-conversion arrangements
6. Company Constitution: Current constitution of the company showing share capital structure
Authors
Borrower
Business Day
Completion
Completion Date
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Ratio
Conversion Rights
Conversion Shares
Encumbrance
Existing Shareholders
Fully Diluted Share Capital
Governing Law
Initial Loan
Lender
Loan Agreement
Material Adverse Change
New Shares
Outstanding Amount
Parties
Pre-Conversion Share Capital
Principal Amount
Relevant Securities
Share Capital
Shareholder Rights
Shares
Singapore Dollars
SGD
Subscription Rights
Warranties
Agreement to Convert
Conversion Mechanics
Conversion Price
Pre-Completion Conditions
Completion
Post-Completion Obligations
Representations and Warranties
Share Rights
Pre-emptive Rights
Tag-Along Rights
Anti-dilution Protection
Board Appointment Rights
Information Rights
Confidentiality
Assignment
Further Assurance
Notices
Costs and Expenses
Amendments
Waiver
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
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