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Debt To Equity Conversion Agreement
"I need a Debt to Equity Conversion Agreement under German law for converting a €2.5M loan into common shares of our GmbH, with the conversion to be completed by March 2025 and the creditor to receive a 15% ownership stake."
1. Parties: Identification of the debtor company and the creditor(s) participating in the conversion
2. Background: Context of the existing debt and reasons for the conversion, including reference to any corporate resolutions authorizing the conversion
3. Definitions: Key terms used throughout the agreement, including financial, corporate, and technical definitions
4. Existing Debt: Detailed description of the debt to be converted, including amount, interest, maturity, and other key terms
5. Conversion Terms: Specific terms of the conversion, including conversion ratio, valuation methodology, and timing
6. Share Issuance: Details of the new shares to be issued, including class, rights, and nominal value
7. Conditions Precedent: Prerequisites for the conversion, including corporate and regulatory approvals
8. Implementation: Step-by-step process for executing the conversion
9. Representations and Warranties: Standard assurances from both parties regarding authority, ownership, and compliance
10. Tax Matters: Allocation of tax responsibilities and acknowledgments of tax consequences
11. Costs: Allocation of costs related to the conversion
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Creditor Committee Provisions: Required when multiple creditors are involved, establishing coordination mechanisms
2. Restructuring Provisions: Needed when the conversion is part of a larger corporate restructuring
3. Regulatory Compliance: Required for regulated entities or when specific regulatory approvals are needed
4. Employee Matters: Relevant when the conversion affects employee rights or involves employee creditors
5. Security Release: Required when existing debt is secured and security arrangements need to be terminated
6. Interim Management Provisions: Needed when the conversion includes changes to management rights or board composition
7. Future Capital Measures: Optional provisions regarding future equity rounds or capital restructuring
1. Schedule 1 - Existing Debt Details: Detailed breakdown of all debt being converted, including calculations and supporting documents
2. Schedule 2 - Conversion Calculations: Detailed methodology and calculations for the conversion ratio and share allocation
3. Schedule 3 - New Share Terms: Detailed specifications of the new shares, including rights and restrictions
4. Schedule 4 - Corporate Approvals: Copies of board resolutions, shareholder approvals, and other corporate authorizations
5. Schedule 5 - Completion Documents: List and forms of documents required for closing
6. Appendix A - Share Register Updates: Template documents for updating the company's share register
7. Appendix B - Tax Elections: Forms and documents related to tax treatment of the conversion
Authors
Financial Services
Manufacturing
Technology
Real Estate
Energy
Infrastructure
Healthcare
Retail
Transportation
Industrial Services
Telecommunications
Professional Services
Legal
Finance
Treasury
Corporate Development
Tax
Compliance
Risk Management
Corporate Secretariat
Investment
Strategic Planning
Chief Financial Officer
Chief Executive Officer
Chief Legal Officer
Financial Director
Corporate Restructuring Officer
Treasury Manager
Legal Counsel
Corporate Secretary
Finance Manager
Investment Director
Restructuring Manager
Tax Director
Corporate Development Manager
Compliance Officer
Risk Manager
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