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Convertible Bond Agreement
1. Parties: Identification of the Issuer and the Bondholder(s)
2. Background: Context of the bond issuance and purpose of the financing
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Bond Issue and Status: Details of the bonds, including principal amount, issue price, and ranking
5. Interest: Interest rate, calculation methods, and payment dates
6. Conversion Rights: Terms and conditions for converting bonds into shares, including conversion price and period
7. Conversion Procedures: Detailed process for exercising conversion rights
8. Redemption and Purchase: Terms for early redemption, maturity redemption, and issuer purchase rights
9. Payments: Payment mechanics, currencies, and tax provisions
10. Anti-dilution Provisions: Protections against share capital adjustments affecting conversion rights
11. Representations and Warranties: Statements of fact and assurances from the issuer
12. Covenants: Ongoing obligations of the issuer
13. Events of Default: Circumstances constituting default and consequences
14. Meetings of Bondholders: Procedures for bondholder meetings and collective decisions
15. Notices: Communication requirements and methods
16. Governing Law and Jurisdiction: Confirmation of Danish law governance and jurisdiction
1. Security: Include when bonds are secured by specific assets or guarantees
2. Trustee Provisions: Required when a bond trustee is appointed to represent bondholders
3. Registration Rights: Include when converted shares may need to be registered for public trading
4. Tag-Along Rights: Optional protection allowing bondholders to participate in sale of company
5. Pre-emptive Rights: Include when bondholders are given rights to participate in future financing rounds
6. ESG Provisions: Include when the bonds have environmental, social, or governance requirements
7. Change of Control: Special provisions triggered by change in company ownership
1. Form of Conversion Notice: Template notice for exercising conversion rights
2. Conversion Price Adjustments: Detailed formulae for anti-dilution adjustments
3. Form of Bond Certificate: Template for physical bond certificates if issued
4. Financial Covenants: Detailed financial maintenance requirements and calculations
5. Corporate Authorizations: Copies of board and shareholder resolutions approving the bond issue
6. Acceptance Form: Template for bondholders to accept the terms of the bonds
7. Security Documents: If applicable, documents creating and perfecting security interests
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