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Promissory Note Conversion Agreement
"Need a Promissory Note Conversion Agreement for our Canadian tech startup to convert multiple promissory notes (total value CAD 2.5M) into Series A preferred shares, with the conversion to be completed by March 2025 and including anti-dilution protection for all noteholders."
1. Parties: Identification of the Borrower (Issuer) and the Noteholder(s)
2. Background: Recitals describing the original promissory note, its key terms, and the parties' intention to convert the debt to equity
3. Definitions: Key terms used throughout the agreement, including 'Conversion Price', 'Conversion Shares', 'Original Note', etc.
4. Conversion Terms: Core terms of the conversion including the conversion price, number of shares to be issued, and timing of conversion
5. Mechanics of Conversion: Detailed process for executing the conversion, including documentation requirements and delivery of shares
6. Representations and Warranties: Standard representations from both parties regarding authority, ownership, and legal compliance
7. Conditions Precedent: Requirements that must be met before conversion can occur
8. Release and Discharge: Terms regarding the discharge of the original promissory note upon conversion
9. Further Assurances: Commitment to execute additional documents necessary to effect the conversion
10. General Provisions: Standard boilerplate provisions including notices, amendments, governing law, etc.
1. Partial Conversion Rights: Include when the agreement allows for conversion of only a portion of the outstanding debt
2. Registration Rights: Include when the noteholder requires rights to register the converted shares for public trading
3. Board Nomination Rights: Include when the conversion gives the noteholder rights to nominate board members
4. Anti-dilution Provisions: Include when protection against future dilution is negotiated
5. Tax Matters: Include when specific tax treatment or obligations need to be addressed
6. Multiple Holder Provisions: Include when there are multiple noteholders with different rights or conversion terms
7. Shareholder Rights: Include when specific shareholder rights are granted upon conversion
1. Schedule A - Original Promissory Note: Copy of the original promissory note being converted
2. Schedule B - Form of Conversion Notice: Standard form for noteholder to execute conversion
3. Schedule C - Calculation of Conversion Shares: Detailed calculation showing conversion price and number of shares
4. Schedule D - Form of Share Certificate: Form of share certificate to be issued upon conversion
5. Schedule E - Shareholders' Agreement: If applicable, agreement governing rights of shareholders post-conversion
6. Schedule F - Corporate Resolutions: Required corporate approvals for the conversion
7. Schedule G - Legal Opinions: Required legal opinions confirming validity of conversion and share issuance
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Find the exact document you need
Convertible Note Contract
A Canadian-law governed debt instrument that converts to equity under specified conditions, commonly used for startup financing and subject to Canadian securities regulations.
Promissory Note Conversion Agreement
A Canadian agreement that converts existing debt under a promissory note into equity shares, subject to federal and provincial securities laws.
Convertible Bond Agreement
A Canadian law-governed agreement establishing terms for issuing convertible bonds, including conversion rights, interest payments, and security arrangements under Canadian regulatory framework.
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