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Promissory Note Conversion Agreement
"I need a Promissory Note Conversion Agreement under German law for converting a €500,000 bridge loan into Series A preferred shares at a 20% discount to the round price, with the conversion to be completed by March 2025."
1. Parties: Identification of the note holder and the issuing company
2. Background: Context of the original promissory note issuance and reason for conversion
3. Definitions: Key terms used throughout the agreement, including conversion-related terminology
4. Original Promissory Note: Details of the existing promissory note including principal amount, interest rate, and maturity date
5. Conversion Terms: Specific mechanics of the conversion, including conversion ratio/price and timing
6. Conditions Precedent: Prerequisites for conversion, including corporate and regulatory approvals
7. Implementation of Conversion: Process and steps for executing the conversion
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Tax Provisions: Treatment of taxes arising from the conversion
10. Costs: Allocation of costs related to the conversion process
11. Notices: Communication requirements and contact details
12. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
13. Miscellaneous: Standard boilerplate provisions including severability and amendments
1. Security Release: Required if the original promissory note was secured by any assets or guarantees
2. Registration Rights: Needed if the converted shares require special registration provisions
3. Board Observer Rights: Optional provisions granting the converting noteholder rights to observe board meetings
4. Tag-Along Rights: May be included if the converting noteholder is to receive minority shareholder protections
5. Future Financing Participation: Optional rights for the noteholder to participate in future financing rounds
6. Regulatory Compliance: Required if the conversion triggers specific regulatory requirements under German law
1. Original Promissory Note: Copy of the original promissory note being converted
2. Corporate Resolutions: Relevant board and shareholder resolutions approving the conversion
3. Conversion Calculations: Detailed calculations showing the conversion mechanics and resulting shareholding
4. New Share Certificate: Form of share certificate to be issued upon conversion (if applicable)
5. Updated Capitalization Table: Post-conversion capital structure of the company
6. Required Regulatory Filings: Forms and notifications required under German law
Authors
Technology and Software
Financial Services
Venture Capital
Private Equity
Manufacturing
Healthcare and Biotech
Real Estate
E-commerce
Professional Services
Clean Technology
Industrial
Media and Entertainment
Legal
Finance
Corporate Development
Treasury
Tax
Compliance
Board of Directors
Corporate Secretariat
Investment
Accounting
Chief Financial Officer
Chief Executive Officer
Finance Director
Legal Counsel
Corporate Secretary
Investment Manager
Venture Capital Partner
Private Equity Manager
Financial Controller
Treasury Manager
Corporate Development Director
Compliance Officer
Tax Director
Investment Banker
Company Director
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