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Warrant Purchase Agreement
I need a Warrant Purchase Agreement under Danish law for issuing warrants to our senior management team as part of their compensation package, with an exercise period starting January 2025 and including standard good leaver/bad leaver provisions.
1. Parties: Identification of the issuing company and the warrant purchaser(s)
2. Background: Context of the warrant issuance and relevant corporate approvals
3. Definitions: Key terms used throughout the agreement
4. Grant of Warrants: Details of the warrants being issued, including number and class of shares
5. Purchase Price: Consideration paid for the warrants and payment terms
6. Exercise Price and Period: The price at which warrants can be exercised and the exercise period
7. Exercise Procedure: Process and requirements for exercising the warrants
8. Representations and Warranties: Statements of fact and assurances from both parties
9. Transfer Restrictions: Limitations on the transfer of warrants
10. Adjustments: Provisions for adjusting warrant terms in case of corporate events
11. Termination: Circumstances under which the agreement can be terminated
12. Notices: Communication requirements between parties
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction
14. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
1. Tag-Along Rights: Rights of warrant holders to participate in sale of company shares
2. Drag-Along Rights: Obligation of warrant holders to participate in sale of company shares
3. Anti-Dilution Protection: Protections against dilution of warrant value
4. Registration Rights: Rights related to registration of shares for public trading
5. Employee-Specific Terms: Special provisions when warrants are issued as employee compensation
6. Confidentiality: Provisions regarding confidential information if not covered elsewhere
7. Non-Competition: Restrictions on competitive activities when warrants are part of employment package
8. Tax Provisions: Specific tax-related provisions and responsibilities
1. Schedule A - Warrant Certificate: Form of warrant certificate to be issued
2. Schedule B - Notice of Exercise: Form for exercising warrants
3. Schedule C - Corporate Authorizations: Copies of relevant board and shareholder resolutions
4. Schedule D - Capitalization Table: Current and post-exercise capitalization of the company
5. Schedule E - Articles of Association: Company's articles of association showing warrant authorization
6. Schedule F - Shareholders' Agreement: Relevant excerpts from or full shareholders' agreement if applicable
Authors
Articles of Association
Board of Directors
Business Day
Company
Completion Date
Confidential Information
Danish Companies Act
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Fully Diluted Share Capital
General Meeting
Governmental Authority
Issue Date
Material Adverse Change
New Securities
Nominal Value
Notice
Parties
Purchase Price
Purchaser
Registration Rights
Related Parties
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subscription Amount
Subscription Rights
Tag-Along Rights
Transfer
Underlying Shares
Warrant Certificate
Warrant Exercise Conditions
Warrant Holder
Warrant Register
Warrants
Definitions
Grant of Warrants
Purchase Price
Exercise Rights
Exercise Procedure
Exercise Price
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Representations and Warranties
Covenants
Information Rights
Registration Rights
Adjustment Provisions
Confidentiality
Termination
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Good Faith
Further Assurance
Costs
Counterparts
Technology
Financial Services
Biotechnology
Clean Energy
Software Development
E-commerce
Healthcare
Manufacturing
Professional Services
Real Estate
Telecommunications
Media and Entertainment
Legal
Finance
Human Resources
Corporate Secretariat
Compliance
Executive Management
Board of Directors
Investment Relations
Corporate Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
HR Director
Compensation Manager
Company Secretary
Board Member
Financial Controller
Equity Administrator
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
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