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Loan Conversion To Equity Agreement
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
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
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
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