A Promissory Note Conversion Agreement is typically used when a company and its creditor (note holder) agree to convert an existing debt obligation into equity shares. This document is essential in scenarios such as startup funding rounds, debt restructuring, or strategic investment arrangements. The agreement must comply with Hong Kong's legal framework, particularly the Companies Ordinance and Securities and Futures Ordinance. It details crucial elements including the original promissory note terms, conversion price calculation methods, timing of conversion, and resulting shareholding structure. This type of agreement is particularly relevant in Hong Kong's dynamic business environment, where companies frequently seek to optimize their capital structure or provide investors with equity participation rights. The document serves as a crucial bridge between debt and equity financing, requiring careful consideration of both corporate law and financial regulations.
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1. Parties: Identification of the Note Holder and the Issuing Company
2. Background: Details of the original promissory note, including its date, amount, and current status
3. Definitions: Key terms including Conversion Price, Conversion Date, Conversion Shares, Original Note, etc.
4. Conversion Rights: Core terms establishing the right to convert the promissory note into shares
5. Conversion Mechanism: Detailed process for executing the conversion, including notice requirements and timing
6. Conversion Price and Calculations: Specification of how the number of shares will be calculated upon conversion
7. Representations and Warranties: Standard declarations by both parties regarding authority, capacity, and share issuance
8. Completion Obligations: Actions required by each party upon conversion, including share certificate issuance
9. Termination: Circumstances under which the agreement can be terminated
10. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
1. Anti-dilution Provisions: Include when protection against share dilution is required for the note holder
2. Partial Conversion Rights: Include when the note holder can convert the note in multiple tranches
3. Security Provisions: Include when the converted shares are subject to any security arrangements
4. Tag-Along Rights: Include when the note holder should have rights to participate in future share sales
5. Registration Rights: Include for listed companies where converted shares may need to be registered
6. Tax Provisions: Include when specific tax implications need to be addressed
7. Multiple Holder Provisions: Include when there are multiple note holders with conversion rights
1. Original Promissory Note: Copy or key terms of the original promissory note being converted
2. Conversion Notice Form: Template form for the note holder to exercise conversion rights
3. Conversion Calculations: Detailed methodology and examples of conversion calculations
4. Share Rights and Restrictions: Details of the rights attached to the shares post-conversion
5. Corporate Authorizations: Relevant board and shareholder resolutions authorizing the conversion
6. Completion Checklist: List of actions and documents required to complete the conversion
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Investment Banking
Private Equity
Venture Capital
Technology Startups
Real Estate
Manufacturing
Professional Services
Healthcare
Retail
Relevant Teams
Legal
Finance
Corporate Secretarial
Treasury
Compliance
Corporate Development
Investment
Board of Directors
Corporate Finance
Risk Management
Relevant Roles
Chief Financial Officer
Finance Director
Corporate Lawyer
Investment Manager
Company Secretary
Chief Executive Officer
Legal Counsel
Financial Controller
Investment Banker
Corporate Finance Manager
Compliance Officer
Board Director
Treasury Manager
Private Equity Manager
Venture Capital Manager
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