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Convertible Equity Agreement Template for Philippines

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Key Requirements PROMPT example:

Convertible Equity Agreement

"I need a Convertible Equity Agreement for my Philippine tech startup to receive PHP 5 million in funding from a local angel investor, with conversion triggering at the next financing round and a 20% discount rate on conversion."

Document background
The Convertible Equity Agreement is a crucial instrument in the Philippine startup and growth company ecosystem, commonly used when companies seek early-stage investment but face challenges in determining precise equity valuation. This document type, while following Philippine corporate and securities laws, provides a structured framework for investors to fund companies with the right to convert their investment into equity shares at a later date, usually during a qualified financing round or upon reaching specific milestones. The agreement includes essential provisions for investment terms, conversion mechanisms, investor rights, and compliance requirements under Philippine law, making it particularly suitable for startups and growing companies seeking flexible funding solutions without immediate dilution of founder equity. The document addresses key aspects such as conversion price calculations, investor protections, information rights, and governance provisions, all within the context of Philippine legal requirements.
Suggested Sections

1. Parties: Identification of the Company, the Investor(s), and any other relevant parties

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Investment Amount and Terms: Details of the initial investment, including amount, payment terms, and use of proceeds

5. Conversion Rights: Conditions and mechanisms for converting the investment into equity

6. Conversion Price and Valuation: Formula and methodology for determining conversion price and company valuation

7. Company Representations and Warranties: Company's statements about its legal status, financial condition, and business

8. Investor Representations and Warranties: Investor's statements about their investment capacity and compliance

9. Information Rights: Investor's rights to receive financial and operational information

10. Corporate Governance: Management participation rights and decision-making processes

11. Transfer Restrictions: Limitations on transfer of rights under the agreement

12. Events of Default: Circumstances constituting default and consequences

13. Termination: Conditions and process for terminating the agreement

14. Governing Law and Jurisdiction: Application of Philippine law and dispute resolution mechanisms

Optional Sections

1. Anti-Dilution Protection: Protection against dilution of conversion rights, used when specifically negotiated

2. Tag-Along Rights: Right to join in sale of shares, included when requested by investors

3. Drag-Along Rights: Right to force investor participation in sale, included for company protection

4. Pre-emptive Rights: Right to maintain percentage ownership in future rounds, optional investor protection

5. Foreign Ownership Compliance: Special provisions for foreign investors, required only with foreign investment

6. Multiple Closing Provisions: For investments with multiple tranches or investors

7. Board Appointment Rights: Investor rights to board representation, included for larger investments

8. Founders' Commitments: Specific obligations of founders, included when founder involvement is crucial

Suggested Schedules

1. Schedule A - Capitalization Table: Current and post-conversion cap table of the company

2. Schedule B - Investment Amount Details: Breakdown of investment amount and payment schedule

3. Schedule C - Conversion Calculations: Detailed formulas and examples of conversion calculations

4. Schedule D - Company Information: Key company details, including registration and shareholders

5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties

6. Appendix 1 - Form of Conversion Notice: Template for exercising conversion rights

7. Appendix 2 - Required Corporate Actions: List of corporate actions needed for conversion

8. Appendix 3 - Compliance Certificates: Templates for required compliance certifications

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

Relevant legal definitions
Clauses





































Relevant Industries

Technology

Financial Services

E-commerce

Healthcare

Manufacturing

Renewable Energy

Agriculture Technology

Education Technology

Real Estate

Consumer Services

Business Services

Media and Entertainment

Telecommunications

Biotechnology

Retail

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Secretarial

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Corporate Lawyer

Legal Counsel

Investment Director

Venture Capital Associate

Angel Investor

Company Secretary

Corporate Development Manager

Finance Director

Startup Founder

Business Development Director

Managing Partner

Investment Analyst

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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