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Convertible Debt Agreement Template for Denmark

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Convertible Debt Agreement

Document background
The Convertible Debt Agreement is commonly used in the Danish market as a bridge financing tool, particularly suitable for growth companies and startups seeking to raise capital while deferring company valuation. This instrument offers flexibility by initially structuring the investment as debt, which can later convert to equity, typically during a qualified financing round or at maturity. The agreement must be carefully structured to comply with Danish law, particularly the Companies Act (Selskabsloven) and financial regulations. It typically includes provisions for interest payments, conversion mechanics, investor rights, and protection mechanisms. This type of agreement is particularly valuable when companies need immediate funding but prefer to postpone equity dilution or when there is uncertainty about current company valuation. The document includes comprehensive terms covering conversion triggers, price mechanisms, investor protections, and compliance with Danish corporate and securities laws.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

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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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