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Loan Conversion To Equity Agreement Template for Canada

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Key Requirements PROMPT example:

Loan Conversion To Equity Agreement

I need a Loan Conversion to Equity Agreement for my Canadian tech startup, where an angel investor is providing a $500,000 loan that automatically converts to 10% equity upon reaching $2M in revenue or during a Series A funding round before March 2025.

Document background
The Loan Conversion To Equity Agreement is a sophisticated financing instrument used when a company seeks debt financing with the potential for future equity participation by the lender. This document is particularly relevant in the Canadian business context where companies aim to secure immediate funding while offering investors the flexibility to become shareholders. The agreement typically includes detailed provisions about the initial loan terms, specific triggers for conversion (such as qualified financing rounds, maturity, or company sale), conversion price calculations, and the nature of equity rights post-conversion. It must comply with Canadian federal and provincial securities regulations, corporate law requirements, and relevant tax provisions. This type of agreement is commonly used in growth-stage companies, restructuring scenarios, or when traditional equity investment might be premature but remains a desirable future outcome.
Suggested Sections

1. Parties: Identification of the Lender and Borrower (Company), including full legal names and addresses

2. Background: Context of the loan arrangement and intended conversion feature

3. Definitions: Key terms used throughout the agreement, including financial terms, conversion-related definitions, and corporate terminology

4. Loan Terms: Principal amount, interest rate, maturity date, and other basic loan provisions

5. Conversion Rights: Terms and conditions under which the loan may or must be converted to equity

6. Conversion Mechanics: Process and procedures for executing the conversion, including notice requirements and documentation

7. Resulting Equity Rights: Class of shares, voting rights, and other shareholders' rights post-conversion

8. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and relevant circumstances

9. Company Covenants: Ongoing obligations of the company, including information rights and operational restrictions

10. Events of Default: Circumstances constituting default and consequences

11. Amendments and Waivers: Process for modifying the agreement or waiving rights

12. Notices: Communication requirements and contact information

13. Governing Law: Specification of applicable Canadian law and jurisdiction

14. General Provisions: Standard boilerplate provisions including assignment, severability, and entire agreement

Optional Sections

1. Security: Include when the loan is secured by company assets prior to conversion

2. Anti-dilution Protection: Include to protect the conversion rights from dilution through corporate actions

3. Tag-Along Rights: Include when the lender should have the right to participate in future sales of shares

4. Board Representation: Include when the lender will have board nomination rights post-conversion

5. Information Rights: Include detailed reporting requirements beyond basic financial statements

6. Pre-emptive Rights: Include when the lender should have the right to participate in future equity offerings

7. Registration Rights: Include for potential future public offerings

8. Tax Provisions: Include specific tax treatment agreements or allocations

9. Foreign Investment Provisions: Include when transaction involves non-Canadian lenders

Suggested Schedules

1. Schedule A - Loan Terms: Detailed loan terms including payment schedules and interest calculations

2. Schedule B - Conversion Formula: Detailed methodology for calculating the number of shares to be issued upon conversion

3. Schedule C - Form of Conversion Notice: Template notice for exercising conversion rights

4. Schedule D - Capitalization Table: Current and post-conversion capitalization of the company

5. Schedule E - Share Rights and Restrictions: Detailed terms of the shares to be issued upon conversion

6. Appendix 1 - Corporate Resolutions: Required corporate authorizations for the transaction

7. Appendix 2 - Disclosure Schedule: Company disclosures against representations and warranties

Authors

Alex Denne

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

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Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Biotechnology

Clean Energy

Real Estate

E-commerce

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Professional Services

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Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Leadership

Board of Directors

Compliance

Corporate Governance

Investment Relations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Corporate Lawyer

Finance Director

Company Secretary

Investment Banker

Venture Capitalist

Private Equity Manager

Treasury Manager

Corporate Development Manager

Financial Controller

Legal Counsel

Board Member

Compliance Officer

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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