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Loan Conversion Agreement
"I need a Loan Conversion Agreement for converting a USD 2 million venture debt into Series B preferred shares of our Indonesian technology startup, with the conversion to be completed by March 2025; the lender is a Singapore-based VC firm, so we need to ensure compliance with foreign investment regulations."
1. Parties: Identification of the lender, borrower, and any other relevant parties including corporate details and registered addresses
2. Background: Details of the original loan agreement, current outstanding amount, and the basis for conversion
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Acknowledgment of Existing Debt: Confirmation of the outstanding loan amount and terms of the original loan
5. Conversion Terms: Specific terms of the conversion including conversion price, number of shares, and timing
6. Conversion Mechanics: Step-by-step process for implementing the conversion
7. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and the shares to be issued
8. Conditions Precedent: Prerequisites that must be satisfied before conversion can occur
9. Corporate Actions: Required corporate approvals and actions to effect the conversion
10. Share Issuance: Terms relating to the issuance of new shares including class, rights, and ranking
11. Release and Discharge: Mutual release of obligations under the original loan upon completion of conversion
12. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes
13. Notices: Process and contact details for formal communications between parties
14. General Provisions: Standard boilerplate clauses including amendments, waivers, and severability
1. Foreign Investment Provisions: Required when the lender is a foreign entity, addressing compliance with Indonesian foreign investment laws
2. Tax Provisions: Detailed tax treatment of the conversion when specific tax arrangements are needed
3. Security Release: Required when the original loan was secured and security arrangements need to be terminated
4. Shareholder Rights: Needed when the conversion includes specific shareholder rights or obligations post-conversion
5. Regulatory Compliance: Required for regulated entities or when specific regulatory approvals are needed
6. Currency Provisions: Required when the loan is in foreign currency and needs specific treatment for conversion
7. Employee Matters: Needed when the conversion affects employee stock ownership plans or similar arrangements
1. Schedule 1 - Original Loan Agreement: Copy or details of the original loan agreement being converted
2. Schedule 2 - Calculation of Conversion: Detailed calculations showing conversion ratio, share price, and number of shares
3. Schedule 3 - Form of Corporate Resolutions: Template resolutions required for corporate approval of the conversion
4. Schedule 4 - New Shareholding Structure: Post-conversion shareholding structure showing all shareholders and their holdings
5. Schedule 5 - Form of Share Certificate: Template for new share certificates to be issued
6. Appendix A - Required Regulatory Approvals: List and copies of required regulatory approvals
7. Appendix B - Conversion Timeline: Detailed timeline of actions required to complete the conversion
Authors
Banking & Financial Services
Private Equity
Venture Capital
Manufacturing
Technology
Real Estate
Infrastructure
Mining
Agriculture
Retail
Healthcare
Energy
Telecommunications
Legal
Finance
Treasury
Corporate Secretarial
Compliance
Risk Management
Corporate Development
Investment
Tax
Accounting
Board of Directors
Executive Management
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Finance Director
Compliance Officer
Treasury Manager
Company Director
Risk Manager
Corporate Finance Manager
Investment Banker
Private Equity Manager
Venture Capital Manager
Financial Controller
Business Development Director
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