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1. Parties: Identification of the lender, borrower, and any guarantors
2. Background: Details of the original loan and circumstances leading to conversion
3. Definitions: Key terms used throughout the agreement
4. Conversion Terms: Specific conditions and mechanics of converting debt to equity
5. Conversion Price/Ratio: Formula or fixed terms for calculating conversion value
6. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance
7. Completion Mechanics: Process and timing of conversion completion
8. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for disputes
1. Anti-dilution Provisions: Protection mechanisms against future dilution of converted shares
2. Board Appointment Rights: Rights of the converting lender to appoint board members post-conversion
3. Tag-Along Rights: Rights of minority shareholders to join in sale of majority shares
4. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in future share issues
5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale of company
1. Original Loan Agreement: Copy of the original loan documentation being converted
2. Conversion Calculations: Detailed methodology and calculations for the debt-to-equity conversion
3. Share Certificate Form: Template for new share certificates to be issued upon conversion
4. Board ReΊμΠΣΦ±²₯s: Corporate approvals and reΊμΠΣΦ±²₯s authorizing the conversion
5. Shareholders' Agreement: New or amended shareholders' agreement reflecting post-conversion arrangements
6. Company Constitution: Current constitution of the company showing share capital structure
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