A Promissory Note Conversion Agreement is commonly used in England and Wales when companies wish to convert existing debt obligations into equity or other securities. This document is particularly relevant in startup funding scenarios, restructuring situations, or when implementing pre-agreed conversion rights. The agreement details the conversion mechanism, valuation methods, and timing, while ensuring compliance with UK corporate and securities laws. It provides essential protection for both the note holder and the issuing company by clearly documenting the terms of conversion and any associated rights or obligations.
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1. Parties: Identifies and defines the parties to the agreement
2. Background: Details of the original promissory note and circumstances leading to conversion
3. Definitions: Key terms used throughout the agreement
4. Conversion Terms: Specific terms of converting the promissory note, including conversion price and timing
5. Conditions Precedent: Conditions that must be met before conversion can occur
6. Representations and Warranties: Statements of fact by both parties
7. Governing Law and Jurisdiction: Specifies applicable law and courts
1. Anti-dilution Provisions: Protection against share dilution, used when converting to equity
2. Tax Provisions: Handling of tax implications of conversion
3. Registration Rights: Rights regarding registration of converted securities
1. Original Promissory Note: Copy of the original promissory note being converted
2. Conversion Calculations: Detailed calculations showing conversion methodology
3. Form of Notice: Template for conversion notice
4. Corporate Authorizations: Copies of relevant board and shareholder resolutions
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