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Debt To Equity Conversion Agreement
"Need a Debt to Equity Conversion Agreement for an Australian tech startup converting a $2M venture debt to Series A preferred shares, with the conversion to complete by March 2025 and including FIRB approval conditions as the creditor is a US-based VC firm."
1. Parties: Identification of the debtor company and creditor(s)
2. Background: Context of the existing debt arrangement and reason for conversion
3. Definitions and Interpretation: Key terms used in the agreement and interpretation rules
4. Existing Debt: Details and acknowledgment of the current debt obligation
5. Conversion Terms: Core terms of the conversion including conversion price, timing, and mechanics
6. Conditions Precedent: Conditions that must be satisfied before conversion can occur
7. Implementation of Conversion: Process and steps for implementing the conversion
8. Issue of Shares: Terms regarding the issuance of new shares including class, rights, and ranking
9. Representations and Warranties: Standard warranties from both parties regarding capacity, authority, and accuracy of information
10. Release of Debt: Terms confirming the release and satisfaction of the debt upon conversion
11. Costs and Stamp Duty: Allocation of costs and duties associated with the conversion
12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Security Release: Required if the existing debt is secured - provisions for releasing security interests
2. Regulatory Approvals: Required for listed companies or when regulatory approvals are needed
3. Foreign Investment Conditions: Required when the creditor is a foreign entity requiring FIRB approval
4. Multiple Creditor Provisions: Required when multiple creditors are involved in the conversion
5. Tax Indemnity: Optional provisions dealing with tax implications and indemnities
6. Shareholder Rights: Optional section detailing specific rights attached to the new shares
7. Restructuring Provisions: Required if the conversion is part of a larger corporate restructuring
8. Interim Period Obligations: Optional provisions governing conduct between signing and completion
1. Existing Debt Details: Detailed breakdown of the debt being converted including principal, interest, and other amounts
2. Conversion Calculations: Formula and calculations for determining the number of shares to be issued
3. Form of Share Certificate: Pro forma share certificate or holding statement
4. Timetable: Schedule of key dates and actions for implementing the conversion
5. Security Documents: List of security documents to be released (if applicable)
6. Required Corporate Approvals: Forms of board and shareholder resolutions required
7. New Share Terms: Detailed terms and conditions attaching to the new shares
8. Completion Checklist: List of actions and documents required for completion
Authors
Financial Services
Mining and Resources
Real Estate and Property
Infrastructure
Technology and Startups
Manufacturing
Retail
Healthcare
Agriculture
Professional Services
Legal
Finance
Treasury
Corporate Development
Tax
Company Secretariat
Board of Directors
Executive Management
Corporate Advisory
Compliance
Chief Financial Officer
Company Secretary
General Counsel
Finance Director
Corporate Lawyer
Financial Controller
Treasury Manager
Restructuring Officer
Investment Banker
Corporate Advisory Partner
Insolvency Practitioner
Tax Director
Company Director
Chief Executive Officer
Legal Counsel
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