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Conversion Agreement

Conversion Agreement Template for Switzerland

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Key Requirements PROMPT example:

Conversion Agreement

"I need a Swiss law Conversion Agreement for converting USD 5 million of outstanding debt into equity shares of our technology startup, with the conversion to be completed by March 2025 and including standard tax provisions."

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Document background
The Conversion Agreement is a crucial document in Swiss corporate and financial transactions, used when parties seek to transform one form of business interest or obligation into another. This document type is commonly employed in corporate restructurings, debt refinancing, or strategic business transformations. The agreement must comply with Swiss law requirements, particularly the Swiss Code of Obligations and Swiss Merger Act, and often requires registration with the Swiss Commercial Register. A Conversion Agreement typically includes detailed provisions on valuation methodologies, conversion ratios, conditions precedent, and implementation procedures. It's particularly relevant in scenarios involving debt-to-equity conversions, corporate form changes, or other transformative business transactions where precise documentation of the conversion terms and process is essential for legal and regulatory compliance.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, addresses, and registration details

2. Background: Context of the conversion, including current status and reason for conversion

3. Definitions: Definitions of key terms used throughout the agreement

4. Subject Matter of Conversion: Clear description of what is being converted (e.g., debt to equity, corporate form change)

5. Conversion Terms: Specific terms and conditions of the conversion, including conversion ratio or methodology

6. Effective Date: Specification of when the conversion takes effect

7. Representations and Warranties: Statements of fact and assurances from both parties

8. Pre-Conversion Conditions: Conditions that must be met before the conversion can take place

9. Implementation: Steps to be taken to effect the conversion

10. Tax Provisions: Treatment of tax implications and responsibilities

11. Costs and Expenses: Allocation of costs related to the conversion

12. Notices: Communication requirements and contact details

13. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.

Optional Sections

1. Employee Matters: Required when conversion affects employment relationships or contracts

2. Intellectual Property: Needed when IP rights are affected by the conversion

3. Real Estate Provisions: Required when real property interests are involved in the conversion

4. Regulatory Approvals: Necessary when conversion requires specific regulatory clearances

5. Third Party Consents: Required when third party agreements are affected by the conversion

6. Post-Conversion Obligations: Specific obligations that arise after the conversion is complete

7. Security Arrangements: Required when conversion involves secured obligations or assets

Suggested Schedules

1. Schedule 1 - Conversion Calculations: Detailed calculations showing conversion ratios or valuations

2. Schedule 2 - Assets and Liabilities: Complete list of assets and liabilities subject to conversion

3. Schedule 3 - Corporate Documents: Relevant corporate resolutions and certificates

4. Schedule 4 - Timetable: Detailed timeline for implementation of the conversion

5. Appendix A - Form of Notice: Template for required notices related to the conversion

6. Appendix B - Required Filings: List of all necessary regulatory and commercial register filings

7. Appendix C - Closing Checklist: List of all documents and actions required for completion

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions












































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Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Corporate Services

Real Estate

Manufacturing

Technology

Healthcare

Professional Services

Energy

Infrastructure

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Risk Management

Corporate Development

Board Secretariat

Investor Relations

Relevant Roles

Chief Financial Officer

Legal Counsel

Corporate Secretary

Finance Director

Investment Manager

Restructuring Officer

Tax Director

Compliance Officer

Corporate Development Director

Treasury Manager

Managing Director

Board Member

General Counsel

Financial Controller

Risk Manager

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

Find the exact document you need

Conversion Agreement

A Swiss law agreement governing the transformation of business interests or obligations, detailing conversion terms and implementation requirements.

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Convertible Note Contract

A Swiss law financing agreement where investors provide funds as a loan convertible to equity shares, structured under Swiss Code of Obligations requirements.

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