This conversion agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our conversion agreement template:
CONVERSION AGREEMENT This Conversion Agreement (the "Agreement") is effective [DATE], BETWEEN: [COMPANY NAME], ("Company A") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME], ("Company B") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, Company A and Company B shall be referred to as the "Parties." WHEREAS, upon the terms and subject to the conditions set forth herein and in accordance with [STATE/PROVINCE] law, the Board of Managers of the Company deems it advisable to convert the Company from a limited liability company to a corporation to be named [NAME OF THE CONVERTED COMPANY] (the "Conversion") to facilitate the initial public offering of [NAME OF THE CONVERTED COMPANY] common stock, par value [PRICE] per share (the "Common Stock"), pursuant to a registration statement filed with the appropriate Securities law of [STATE/PROVINCE] (the "Initial Public Offering"); WHEREAS, subsequent to the Conversion and pursuant to the terms of an Agreement, the Parties will merge into [NAME OF THE CONVERTED COMPANY]; WHEREAS, the Parties intend for the Conversion to be treated as a transaction governed by appropriate law; WHEREAS, the Board of Managers and the requisite equity holders of the Company (including the Parties hereto that are equity holders of the Company) have approved the Conversion, in accordance with the requirements of [STATE/PROVINCE] law; NOW, THEREFORE, the Parties agree as follows: CONVERSION Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall cause to be filed with the appropriate department of the [STATE/PROVINCE] (i) a certificate of conversion (the "Certificate of Conversion") providing for the Conversion, and (ii) a certificate of incorporation of [NAME OF THE CONVERTED COMPANY] (the "Certificate of Incorporation"). The Conversion shall become effective at the time and date as specified in the Certificate of Conversion (the "Conversion Effective Time"). The Conversion shall have the effects set forth under [STATE/PROVINCE] law. Without limiting the generality of the foregoing, and subject thereto, at the Conversion Effective Time, all the properties, rights, privileges, and powers of the Company shall vest in [NAME OF THE CONVERTED COMPANY], and all debts, liabilities, and duties of the Company shall become the debts, liabilities, and duties of [NAME OF THE CONVERTED COMPANY]. The Certificate of Incorporation and bylaws of [NAME OF THE CONVERTED COMPANY], as in effect as of the Conversion Effective Time, shall be the Certificate of Incorporation and bylaws of [NAME OF THE CONVERTED COMPANY] until thereafter amended in accordance with the provisions thereof and applicable law. Subject to applicable law, (i) the members of the Board of Managers of the Company as of the Conversion's Effective Time shall be the members of the Board of Directors of [NAME OF THE CONVERTED COMPANY] and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company as of the Conversion Effective Time shall be the officers of [NAME OF THE CONVERTED COMPANY] and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. All of the equity interests of the Company outstanding as of immediately prior to the Conversion Effective Time shall, as of the Conversion Effective Time, by virtue of the Conversion and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the Common Stock. All of such outstanding equity interests of the Company when so converted shall no longer be outstanding and shall automatically be canceled, and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the Common Stock. At the Conversion Effective Time, all the outstanding equity interests of the Company immediately prior to the Conversion Effective Time shall, by reason of the Conversion, be converted into the number of shares of Common Stock of [NAME OF THE CONVERTED COMPANY]. Neither any provision of the Transaction Documents nor the consummation of the transactions contemplated thereby will limit, impair or otherwise modify any vesting restrictions or repurchase rights with respect to any equity issued by the Company to any officer or employee of the Company, which vesting restrictions and repurchase rights shall continue to apply to the Common Stock of [NAME OF THE CONVERTED COMPANY] issued hereby to any such Persons until the expiration of such vesting restrictions and repurchase rights in accordance with their terms. As of the Conversion Effective Time, that certain Limited Liability Company Agreement of the Company, dated as of [DATE] (as amended or otherwise modified from time to time, the "Company LLC Agreement") shall be terminated and of no further force and effect, and no Party thereto shall have any further rights, duties or obligations pursuant to the Company LLC Agreement, except that the following provisions of the Company LLC Agreement shall survive the Closing: (i) with respect to any tax matters relating to tax periods of the Company ending on or prior to the Closing, and (ii) for the avoidance of doubt, the provisions of the Company LLC Agreement memorialized in the agreements. Notwithstanding the foregoing, the termination of the Company LLC Agreement pursuant to this Section shall not relieve any Party thereto from any liability arising in connection with any breach by such Party of the Company LLC Agreement, whether arising prior to or after the Conversion Effective Time. In consideration of the aforementioned termination of the Company LLC Agreement, upon consummation of the Initial Public Offering, [NAME OF THE CONVERTED COMPANY], in its capacity as successor-in-interest to the Company, shall make cash payment, by wire transfer, of immediately available funds, to [SPECIFY], at the direction of the other Party or a designee thereof, in the amount of [AMOUNT]. Closing: The closing (the "Closing") of the transactions contemplated hereunder shall take place at [ADDRESS] on the date hereof. At the Closing: The Certificate of Conversion and the Certificate of Incorporation shall be filed pursuant to the terms of Section 2.01. The Company shall obtain and deliver fully executed copies by each of the Parties thereto of each of the following agreements: (A) that certain Termination Agreement to be dated as of the Closing Date among the Company and certain of its Subsidiaries, (B) that certain Stockholders Agreement to be dated as of the Closing Date among [NAME OF THE CONVERTED COMPANY] and certain of its stockholders, and (C) that certain Registration Agreement to be dated as of the Closing Date among [NAME OF THE CONVERTED COMPANY] and certain of its stockholders. Each of the Parties shall deliver such other documents, instruments and agreements as are required to be delivered by such Party at the Closing, pursuant to this Agreement. REPRESENTATIONS AND WARRANTIES OF COMPANY B Such Party is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. The execution, delivery and performance by such Party of the Transaction Documents to which it is or will be a party and the consummation of the transactions contemplated thereby are within the corporate powers and authority, as applicable, of such Party and have been duly authorized by all necessary corporate action on the part of such Party
