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Loan Conversion To Equity Agreement Template for Denmark

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Loan Conversion To Equity Agreement

Document background
The Loan Conversion To Equity Agreement is a critical document used when a lender agrees to convert their outstanding loan into equity shares in the borrower company. This arrangement is commonly utilized in corporate restructuring, startup funding rounds, or when companies need to strengthen their balance sheet by reducing debt. Under Danish law, the agreement must comply with the Danish Companies Act (Selskabsloven) regarding share capital modifications and corporate governance requirements. The document typically includes detailed provisions on conversion mechanics, valuation methodology, share issuance procedures, and necessary corporate approvals. It's particularly relevant in scenarios where companies seek to improve their debt-to-equity ratio or when investors wish to take a more active ownership role in the business. The agreement also addresses tax implications, regulatory requirements, and shareholder rights post-conversion.
Suggested Sections

1. Parties: Identification of the Lender and Borrower (Company), including registration numbers and addresses

2. Background: Details of the existing loan agreement and circumstances leading to the conversion

3. Definitions: Key terms used throughout the agreement, including financial and technical definitions

4. Existing Loan: Description of the current loan terms, outstanding amount, and any accrued interest

5. Conversion Terms: Core terms of the conversion, including conversion price, number of shares to be issued, and timing

6. Conversion Mechanics: Step-by-step process for executing the conversion, including documentation requirements

7. Company's Obligations: Actions required by the company, including share issuance and corporate approvals

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Conditions Precedent: Requirements that must be met before conversion can occur

10. Completion: Actions to be taken at completion of the conversion

11. Termination: Circumstances under which the agreement can be terminated

12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction

Optional Sections

1. Anti-dilution Protection: Provisions protecting the converter's shareholding from dilution, used when requested by the lender

2. Board Representation: Rights of the lender to appoint board members post-conversion, included when negotiated

3. Tag-Along Rights: Right to participate in future share sales, included for minority shareholder protection

4. Drag-Along Rights: Right to force minority shareholders to join in a sale, included for majority shareholder protection

5. Information Rights: Rights of the new shareholder to receive company information, included for significant shareholdings

6. Pre-emptive Rights: Rights related to future share issues, included when requested by the lender

Suggested Schedules

1. Existing Loan Agreement: Copy of the original loan agreement being converted

2. Conversion Calculations: Detailed calculations showing conversion price and resulting shareholding

3. Form of Board Resolution: Template board resolution approving the conversion

4. Form of Shareholders' Resolution: Template shareholders' resolution approving the share issuance

5. Updated Articles of Association: Revised articles reflecting the new share structure post-conversion

6. Share Certificate Template: Form of share certificate to be issued post-conversion

7. Completion Checklist: List of actions and documents required for completion

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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