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Convertible Debt Agreement
1. Parties: Identification of the lender(s) and the borrower company
2. Background: Context of the agreement and purpose of the convertible debt financing
3. Definitions: Definitions of key terms used throughout the agreement
4. Loan Amount and Issuance: Details of the principal amount, issuance date, and disbursement terms
5. Interest: Interest rate, calculation method, and payment terms
6. Maturity: Maturity date and repayment terms if conversion does not occur
7. Conversion Rights: Terms and conditions under which the debt can be converted into equity
8. Conversion Price and Mechanics: Formula for determining conversion price and detailed process for conversion
9. Representations and Warranties: Standard representations and warranties from both parties
10. Company Covenants: Ongoing obligations of the company during the term of the agreement
11. Events of Default: Circumstances constituting default and consequences
12. Amendments and Waivers: Process for modifying the agreement or waiving rights
13. Notices: How formal communications between parties should be made
14. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
15. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, etc.
1. Security: Include when the convertible debt is secured by company assets
2. Subordination: Include when the convertible debt needs to be subordinated to other debt
3. Board Observer Rights: Include when the lender is granted rights to observe board meetings
4. Information Rights: Include when specific information rights are granted to the lender
5. Anti-dilution Protection: Include when additional protection against dilution is needed
6. Prepayment Terms: Include when early repayment is allowed
7. Multiple Closings: Include when the debt is to be issued in tranches
8. Tag-Along Rights: Include when lender should have tag-along rights post-conversion
9. Most Favored Nation: Include when terms should match any better terms given to future investors
1. Conversion Notice Form: Template form for exercising conversion rights
2. Cap Table: Current and post-conversion capitalization table
3. Calculation Examples: Examples of conversion calculations in different scenarios
4. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the convertible debt
5. Disclosure Schedule: Exceptions to representations and warranties
6. Form of Note Certificate: Template for the physical note certificate if required
7. Investment Agreement Terms: Key terms that will apply post-conversion
8. Security Documentation: If applicable, documents relating to any security arrangements
Authors
Applicable Law
Articles of Association
Board
Business Day
Change of Control
Company
Completion
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Corporate Documents
Default Interest Rate
Disclosure Schedule
Encumbrance
Event of Default
Exercise Period
Exit Event
Financial Statements
Fully Diluted Share Capital
General Meeting
Governmental Authority
Interest
Interest Payment Date
Interest Rate
Investment Amount
Investor
Issue Date
Loan
Loan Amount
Majority Investors
Material Adverse Effect
Maturity Date
Note Certificate
Noteholder
Ordinary Shares
Parties
Permitted Transfer
Principal Amount
Qualified Financing
Qualified Financing Notice
Qualifying IPO
Registrar
Repayment Date
Security
Share Capital
Shareholders
Subscription Price
Subsidiary
Target Company
Transaction Documents
Transfer
Valuation
Voting Rights
Working Day
Interest Payments
Conversion Rights
Conversion Price
Maturity
Events of Default
Representations and Warranties
Company Covenants
Investor Rights
Information Rights
Board Observer Rights
Pre-emptive Rights
Anti-dilution
Tag-Along Rights
Drag-Along Rights
Most Favored Nation
Subordination
Security
Assignment and Transfer
Confidentiality
Non-Competition
Notices
Amendment and Waiver
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Further Assurance
Costs and Expenses
Third Party Rights
Counterparts
Time of Essence
Registration Rights
Termination
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