The Conversion Agreement is commonly used in Singapore when investors, shareholders, or security holders need to convert their existing securities into different forms of equity or debt instruments. This document is crucial for startups converting convertible notes to equity, preferred shareholders converting to ordinary shares, or in corporate restructuring scenarios. The agreement ensures compliance with Singapore's regulatory framework while protecting the interests of all parties involved. It typically includes detailed conversion mechanisms, conditions precedent, and completion requirements, making it an essential tool for corporate transactions and investment rounds.
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1. Parties: Identification of all parties involved in the conversion
2. Background: Context and purpose of the conversion agreement
3. Definitions: Key terms used throughout the agreement
4. Conversion Terms: Specific terms and mechanics of the conversion
5. Consideration: Details of any payment or consideration for the conversion
6. Conditions Precedent: Conditions that must be satisfied before conversion
7. Completion: Process and timing for completing the conversion
8. Representations and Warranties: Statements of fact and assurances from each party
9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Anti-dilution Provisions: Protection against dilution of converted securities, included when converting securities with potential future dilution risks
2. Tag-along Rights: Rights of minority shareholders to join in share sales, included when protecting minority shareholder interests
3. Foreign Investment Provisions: Compliance with foreign ownership restrictions, included when foreign investors are involved
4. Regulatory Compliance: Specific provisions for compliance with MAS or SGX requirements, included when financial institutions or listed companies are involved
1. Schedule 1 - Share Certificate Forms: Templates for new share certificates post-conversion
2. Schedule 2 - Conversion Calculations: Detailed calculations showing conversion ratios and amounts
3. Schedule 3 - Corporate Approvals: Copies of board and shareholder reΊμΠΣΦ±²₯s
4. Schedule 4 - Existing Securities Details: Details of securities being converted, including terms and conditions
5. Schedule 5 - Completion Checklist: List of documents and actions required for completion of the conversion
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