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Loan Conversion To Equity Agreement

Loan Conversion To Equity Agreement Template for Philippines

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Key Requirements PROMPT example:

Loan Conversion To Equity Agreement

"I need a Loan Conversion to Equity Agreement for my Philippine tech startup, converting a $500,000 convertible note from a Singapore-based venture capital firm, with the conversion scheduled for March 2025, ensuring compliance with foreign ownership restrictions."

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Document background
The Loan Conversion To Equity Agreement is a critical instrument in Philippine corporate finance, typically used when a company seeks to strengthen its balance sheet by reducing debt obligations or when a lender wishes to take an equity position in the company. This document becomes relevant in various scenarios, including debt restructuring, strategic investments, or start-up funding conversions. The agreement must comply with Philippine corporate law, securities regulations, and foreign investment restrictions where applicable. It details the existing loan terms, conversion mechanics, resulting shareholding structure, and necessary corporate approvals. Common situations for its use include convertible note maturity, distressed debt scenarios, or strategic corporate restructuring. The document must address specific Philippine legal requirements, including those under the Revised Corporation Code and Securities Regulation Code, particularly regarding share issuance and foreign ownership limitations in certain sectors.
Suggested Sections

1. Parties: Identification of the borrower company and the lender(s) entering into the agreement

2. Background: Recitals describing the existing loan arrangement and the parties' intention to convert the loan to equity

3. Definitions: Definitions of key terms used throughout the agreement

4. Loan Details: Description of the existing loan, including principal amount, interest, and other key terms

5. Conversion Terms: Specific terms of the conversion, including conversion price, number of shares to be issued, and timing

6. Conditions Precedent: Conditions that must be satisfied before the conversion can take place

7. Implementation of Conversion: Process and mechanics for implementing the conversion

8. Representations and Warranties: Standard representations and warranties from both parties

9. Corporate Approvals: Required corporate approvals and actions for the conversion

10. Release and Discharge: Terms regarding the release of the loan obligations upon conversion

11. Costs and Taxes: Allocation of costs and tax responsibilities related to the conversion

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate provisions including notices, amendments, and severability

Optional Sections

1. Security Arrangements: Required if any existing loan security needs to be released or modified

2. Regulatory Compliance: Required if specific regulatory approvals or filings are needed

3. Foreign Ownership Provisions: Required if the lender is foreign and subject to Philippine foreign ownership restrictions

4. Shareholder Rights: Required if specific shareholder rights are to be granted upon conversion

5. Tag-Along/Drag-Along Rights: Required if special share transfer rights are to be granted

6. Anti-Dilution Protection: Required if the new shareholder needs protection against future dilution

7. Board Representation: Required if the conversion includes rights to board representation

Suggested Schedules

1. Loan Agreement Details: Copy or summary of the original loan agreement and any amendments

2. Conversion Calculations: Detailed calculations showing the conversion price and resulting number of shares

3. Corporate Authorizations: Copies of board resolutions and shareholder approvals

4. Share Certificate Form: Form of share certificate to be issued upon conversion

5. Regulatory Approvals: Copies of any required regulatory approvals or filings

6. Post-Conversion Shareholding Structure: Table showing the shareholding structure before and after conversion

7. Deed of Release: Form of deed releasing the original loan obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions











































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Infrastructure

Energy

Healthcare

Telecommunications

Retail

Agriculture

Mining

Construction

Start-ups

Small and Medium Enterprises

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Risk Management

Corporate Development

Investment

Board of Directors

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Finance Director

Corporate Treasurer

Compliance Officer

Investment Banker

Private Equity Manager

Venture Capital Manager

Risk Manager

Corporate Finance Manager

Business Development Director

Company Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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