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Promissory Note Conversion Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Promissory Note Conversion Agreement is a crucial document used when a company and its debt holder(s) agree to convert outstanding debt into equity shares. This type of agreement is commonly used in Canadian business transactions during various scenarios, including startup financing rounds, debt restructuring, or when companies need to improve their balance sheet by reducing debt obligations. The agreement must comply with Canadian federal and provincial securities regulations, corporate laws, and tax requirements. It typically includes detailed conversion terms, share issuance provisions, representations and warranties, and necessary corporate approvals. This document is particularly important in growth-stage companies, restructuring situations, or when investors prefer to convert their debt positions into equity stakes. The agreement must address specific Canadian regulatory requirements, including provincial securities exemptions and corporate law provisions under the relevant jurisdiction.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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