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Loan Conversion Agreement
"I need a Loan Conversion Agreement under Nigerian law for converting a $5 million technology company loan into 25% equity shares, with the conversion to be completed by March 2025 and including anti-dilution provisions for the lender."
1. Parties: Identification of the lender, borrower, and any guarantors or other relevant parties
2. Background: Recitals describing the existing loan arrangement and the intention to convert
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Acknowledgment of Existing Loan: Confirmation of the outstanding loan amount and terms
5. Conversion Mechanism: Details of how the loan will be converted, including conversion price/ratio and timing
6. Conditions Precedent: Conditions that must be satisfied before conversion can occur
7. Implementation of Conversion: Process and procedures for executing the conversion
8. Representations and Warranties: Standard and specific representations by both parties
9. Regulatory Compliance: Compliance with Nigerian laws and regulations
10. Tax Matters: Treatment of tax implications and responsibilities
11. Costs and Expenses: Allocation of costs related to the conversion
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Confirmation of Nigerian law governance and jurisdiction
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, etc.
1. Security Arrangements: Required if any existing security needs to be released or new security created
2. Shareholder Rights: Include if conversion results in special shareholder rights or restrictions
3. Foreign Exchange Provisions: Required if the loan involves foreign currency or foreign parties
4. Corporate Guarantees: Include if there are corporate guarantors involved
5. Anti-dilution Provisions: Include if protection against share dilution is required
6. Tag-Along Rights: Include if minority shareholder protection is needed post-conversion
1. Schedule 1 - Existing Loan Details: Details of the original loan agreement and current outstanding amount
2. Schedule 2 - Conversion Calculations: Detailed methodology and calculations for the conversion
3. Schedule 3 - Form of Conversion Notice: Template for formal conversion notice
4. Schedule 4 - Corporate Authorizations: List of required corporate approvals and resolutions
5. Schedule 5 - New Shareholding Structure: Post-conversion shareholding details
6. Appendix A - Regulatory Approvals: Copies or list of required regulatory approvals
7. Appendix B - Share Certificate Template: Template for new share certificates to be issued
Authors
Banking & Financial Services
Manufacturing
Oil & Gas
Technology
Real Estate
Infrastructure
Telecommunications
Agriculture
Mining
Retail & Consumer Goods
Healthcare
Energy
Legal
Finance
Corporate Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Tax
Investment
Board of Directors
Chief Financial Officer
Legal Counsel
Corporate Finance Manager
Investment Manager
Restructuring Officer
Company Secretary
Finance Director
Compliance Officer
Treasury Manager
Risk Manager
Corporate Development Director
Investment Banker
Financial Controller
Board Director
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