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Convertible Bond Agreement Template for Denmark

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Convertible Bond Agreement

Document background
The Convertible Bond Agreement is a crucial financing instrument used when companies seek to raise capital while offering investors the potential for equity participation. This document, structured under Danish law, provides a detailed framework for issuing debt securities that can be converted into equity shares under specified conditions. It is particularly valuable for growth-stage companies that need funding but want to defer equity dilution, or for companies seeking to offer investors both the security of debt and potential equity upside. The agreement comprehensively addresses conversion rights, pricing mechanisms, anti-dilution provisions, and bondholder protections, all while ensuring compliance with Danish corporate and securities regulations. This type of financing instrument bridges the gap between pure debt and pure equity financing, making it an attractive option for both issuers and investors in various growth scenarios.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

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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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