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Convertible Note Purchase Agreement Template for Denmark

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Key Requirements PROMPT example:

Convertible Note Purchase Agreement

Document background
The Convertible Note Purchase Agreement is a crucial financing instrument used primarily by startups and growth companies in Denmark seeking to raise capital while deferring company valuation. This document is typically employed when companies need interim financing before a larger equity round or when parties want to provide flexibility in terms of future equity conversion. It must comply with Danish corporate law, particularly the Danish Companies Act (Selskabsloven) and relevant securities regulations. The agreement comprehensively covers the terms of the investment, including principal amount, interest rate, maturity date, conversion mechanisms, and investor rights. It's particularly useful in scenarios where immediate equity valuation is challenging or when companies want to incentivize early investors with potential equity upside while initially structuring the investment as debt.
Suggested Sections

1. Parties: Identification of the Company (issuer) and the Purchaser(s) of the convertible notes

2. Background: Context of the agreement, including the Company's desire to obtain financing and the Purchaser's willingness to provide it through convertible notes

3. Definitions: Key terms used throughout the agreement, including financial terms, conversion-related definitions, and other relevant terminology

4. Purchase and Sale of Notes: Details of the note purchase transaction, including purchase price, closing conditions, and mechanics

5. Terms of the Notes: Fundamental terms including principal amount, interest rate, maturity date, and repayment provisions

6. Conversion Rights: Detailed provisions regarding conversion mechanism, timing, price, and procedures

7. Representations and Warranties of the Company: Company's statements regarding its legal status, authority, and material aspects of its business

8. Representations and Warranties of the Purchaser: Purchaser's statements regarding authority, investment intent, and sophistication

9. Information Rights: Company's obligations to provide financial and other information to noteholders

10. Events of Default: Circumstances constituting default and consequences thereof

11. Miscellaneous: Standard provisions including notices, amendments, governing law, and dispute resolution

Optional Sections

1. Pre-emptive Rights: Rights of existing shareholders to participate in future financing rounds, included when required by existing shareholders

2. Board Observer Rights: Rights of noteholders to appoint observers to the board, included for larger investments

3. Registration Rights: Rights related to registration of shares post-conversion, included when future public offering is contemplated

4. Subordination Provisions: Terms regarding ranking of the notes relative to other debt, included when there is existing senior debt

5. Security Interest: Provisions regarding any collateral securing the notes, included when notes are secured

6. Tag-Along Rights: Rights of noteholders to participate in sales of shares, included when requested by investors

7. Most Favored Nation Provision: Protection ensuring noteholders receive best terms offered in subsequent note issuances, included for early investors

Suggested Schedules

1. Form of Note: The actual form of convertible note instrument to be issued

2. Capitalization Table: Current capital structure of the Company and pro forma post-conversion ownership

3. Disclosure Schedule: Exceptions and disclosures to Company representations and warranties

4. Investment Amounts: Schedule of purchasers and their respective investment amounts

5. Corporate Documents: Key corporate documents including articles of association and board resolutions

6. Conversion Calculations: Detailed examples of conversion calculations under various scenarios

7. Form of Conversion Notice: Template for noteholders to exercise their conversion rights

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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