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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
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