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1. Parties: Identification of the parties to the agreement, including the note holder and the company
2. Background: Context of the original note and reasons for conversion
3. Definitions: Key terms used throughout the agreement including conversion price, securities, and other relevant definitions
4. Conversion Terms: Details of conversion, including conversion price, ratio, and timing
5. Mechanics of Conversion: Process and procedures for executing the conversion
6. Representations and Warranties: Statements of fact by both parties regarding authority, securities law compliance, and ownership
7. Governing Law: Jurisdiction and applicable law governing the agreement
1. Anti-dilution Provisions: Protection mechanisms against dilution of converted shares, used when requested by noteholder or standard for similar transactions
2. Registration Rights: Rights to register converted shares, typically included for larger investments or sophisticated investors
3. Board Rights: Rights to board representation post-conversion, included for significant investments
4. Tag-Along Rights: Rights allowing minority shareholders to join in sale of shares by majority shareholders
1. Schedule A - Original Promissory Note: Copy of the original note being converted
2. Schedule B - Capitalization Table: Pre and post-conversion cap table showing ownership structure
3. Schedule C - Form of Notice of Conversion: Template for executing conversion
4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties
Closing
Closing Date
Company
Conversion
Conversion Date
Conversion Price
Conversion Shares
Convertible Note
Corporate Documents
Effective Date
Event of Default
Fully Diluted Basis
Governing Law
Holder
Interest
Maturity Date
Note
Original Principal Amount
Outstanding Balance
Party
Parties
Person
Preferred Stock
Principal
Qualifying Financing
Securities Act
Shares
Transaction Documents
Transfer
Valuation Cap
Calculation of Shares
Representations and Warranties
Conversion Mechanics
Anti-dilution Protection
Registration Rights
Information Rights
Voting Rights
Transfer Restrictions
Preemptive Rights
Tag-along Rights
Drag-along Rights
Board Composition
Corporate Governance
Confidentiality
Assignment
Amendment and Waiver
Notices
Governing Law
Dispute Resolution
Expenses
Further Assurances
Entire Agreement
Severability
Counterparts
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Promissory Note Conversion Agreement
A U.S. legal agreement that converts debt from a promissory note into equity shares of a company, subject to federal and state securities laws.
Note Conversion Agreement
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Convertible Notes Agreement
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Debt To Equity Conversion Agreement
A U.S. legal agreement that converts outstanding debt into company equity shares, subject to federal and state regulations.
Loan Conversion To Equity Agreement
A U.S.-governed agreement that documents the conversion of an existing loan into company equity shares, subject to federal and state securities regulations.
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