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Note Conversion Agreement Generator for the USA

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Key Requirements PROMPT example:

Note Conversion Agreement

"I need a Note Conversion Agreement to convert a $500,000 convertible note held by a Silicon Valley VC firm into Series A preferred shares at a $10M valuation cap, with the conversion to be completed by March 2025."

Document background
The Note Conversion Agreement serves as a critical document in the startup and growth company ecosystem, particularly in the United States. It is commonly used when a company's convertible note reaches maturity, triggers a conversion event, or when parties mutually agree to convert outstanding debt into equity. This agreement details the specific terms of conversion, including the number of shares to be issued, the conversion price, and any special rights attached to the converted shares. The document must comply with both federal securities laws and state-specific regulations, making it essential for proper documentation of the transition from debt to equity investment.
Suggested Sections

1. Parties: Identification of the parties to the agreement, including the note holder and the company

2. Background: Context of the original note and reasons for conversion

3. Definitions: Key terms used throughout the agreement including conversion price, securities, and other relevant definitions

4. Conversion Terms: Details of conversion, including conversion price, ratio, and timing

5. Mechanics of Conversion: Process and procedures for executing the conversion

6. Representations and Warranties: Statements of fact by both parties regarding authority, securities law compliance, and ownership

7. Governing Law: Jurisdiction and applicable law governing the agreement

Optional Sections

1. Anti-dilution Provisions: Protection mechanisms against dilution of converted shares, used when requested by noteholder or standard for similar transactions

2. Registration Rights: Rights to register converted shares, typically included for larger investments or sophisticated investors

3. Board Rights: Rights to board representation post-conversion, included for significant investments

4. Tag-Along Rights: Rights allowing minority shareholders to join in sale of shares by majority shareholders

Suggested Schedules

1. Schedule A - Original Promissory Note: Copy of the original note being converted

2. Schedule B - Capitalization Table: Pre and post-conversion cap table showing ownership structure

3. Schedule C - Form of Notice of Conversion: Template for executing conversion

4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties

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

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Industries

Securities Act of 1933: Federal law requiring registration of securities offerings and mandating disclosure requirements, unless an exemption applies

Securities Exchange Act of 1934: Federal law governing secondary market trading and establishing the SEC's regulatory authority

Regulation D: SEC rules providing exemptions from registration requirements, particularly Rules 506(b) and 506(c) for private placements

Rule 144: SEC rule governing the resale of restricted securities and control securities

Blue Sky Laws: State-specific securities laws governing registration requirements and exemptions at the state level

State Corporation Laws: State-specific laws governing corporate formation, governance, and operations (e.g., Delaware General Corporation Law)

Internal Revenue Code Sections 1271-1275: Federal tax provisions governing the treatment of debt instruments and their conversion

IRC Section 368: Federal tax provisions governing corporate reorganizations and their tax treatment

Investment Company Act: Federal law regulating investment companies and their activities

UCC Article 8: Uniform Commercial Code provisions governing investment securities

UCC Article 9: Uniform Commercial Code provisions governing secured transactions

Bankruptcy Code Section 510(b): Federal bankruptcy provisions regarding subordination of claims in bankruptcy proceedings

Accredited Investor Rules: SEC regulations defining and governing who qualifies as an accredited investor

Corporate Governance Requirements: Legal and regulatory requirements for corporate decision-making and approvals

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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Promissory Note Conversion Agreement

A U.S. legal agreement that converts debt from a promissory note into equity shares of a company, subject to federal and state securities laws.

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