The Note Conversion Agreement is a crucial document used when a company and note holder(s) agree to convert outstanding convertible notes into equity shares. This type of agreement is commonly used in Hong Kong's startup and growth company ecosystem, particularly following initial seed funding rounds or bridge financing. The document must comply with Hong Kong's Companies Ordinance and Securities and Futures Ordinance, addressing key aspects such as share capital requirements, securities regulations, and stamp duty implications. It includes essential provisions regarding conversion price calculations, completion mechanics, warranties, and corporate approvals. The Note Conversion Agreement is typically triggered by specific events such as qualified financing rounds, maturity dates, or voluntary conversion decisions, and requires careful consideration of existing shareholders' rights and corporate governance requirements.
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1. Parties: Identification of the Note Holder(s) and the Company
2. Background: Details of the original note issuance and the context for the conversion agreement
3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Conversion Price', 'Conversion Shares', 'Completion Date', etc.
4. Agreement to Convert: Core agreement on the conversion of the note into shares
5. Conversion Terms: Specific terms including conversion price, number of shares, and timing
6. Conditions Precedent: Conditions that must be satisfied before conversion can occur
7. Completion: Process and requirements for completing the conversion
8. Company's Warranties: Company's representations regarding its authority, share capital, and ability to issue conversion shares
9. Note Holder's Warranties: Note Holder's representations regarding ownership of the note and authority to convert
10. Termination: Circumstances under which the agreement can be terminated
11. Costs and Stamp Duty: Allocation of costs and stamp duty responsibilities
12. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Security Release: Required if the original note was secured and security needs to be released upon conversion
2. Interest Treatment: Needed if there is accrued interest to be dealt with as part of the conversion
3. Tag-Along Rights: Include if other shareholders have tag-along rights that are triggered by the conversion
4. Board Appointment Rights: Include if the note holder will receive board appointment rights post-conversion
5. Registration Rights: Include if the note holder requires specific rights regarding the registration of shares
6. Future Funding Rounds: Include if there are provisions regarding participation in future funding rounds
1. Original Note Terms: Copy or summary of the key terms of the original convertible note
2. Conversion Calculations: Detailed calculations showing how the number of conversion shares was determined
3. Form of Share Certificate: Template for the share certificate to be issued upon conversion
4. Board Resolutions: Form of board resolutions approving the conversion
5. Shareholders' Resolutions: Form of shareholders' resolutions if required for the conversion
6. Completion Checklist: List of all documents and actions required to complete the conversion
7. New Shareholders' Agreement: If applicable, terms of new shareholders' agreement to be entered into upon conversion
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
E-commerce
Biotechnology
Real Estate
Manufacturing
Renewable Energy
Consumer Goods
Software
Professional Services
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Secretarial
Executive
Investment
Compliance
Corporate Development
Treasury
Board of Directors
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Investment Director
Legal Counsel
Finance Director
Company Director
Investment Manager
Corporate Attorney
Compliance Officer
Financial Controller
Board Member
Venture Capital Partner
Private Equity Manager
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