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Note Purchase Agreement
1. Parties: Identification of the issuer, purchaser(s), and any guarantors
2. Background: Context of the transaction, including purpose of the note issuance
3. Definitions: Defined terms used throughout the agreement
4. Purchase and Sale of Notes: Core terms of the purchase, including purchase price, principal amount, and closing mechanics
5. Terms of the Notes: Interest rate, maturity date, payment schedules, and calculation methods
6. Closing Conditions: Conditions precedent to the purchase obligation
7. Representations and Warranties: Standard representations by issuer regarding legal capacity, authorization, and financial condition
8. Covenants: Ongoing obligations of the issuer during the term of the notes
9. Events of Default: Circumstances constituting default and consequences
10. Payment Provisions: Mechanics for payments, including payment dates, currency, and payment methods
11. Transfer Restrictions: Limitations on ability to transfer the notes
12. Notices: Communication requirements and contact details
13. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
14. Miscellaneous: Standard boilerplate provisions including amendments, severability, and counterparts
1. Security: Include when notes are secured by collateral
2. Guarantees: Include when third-party guarantees are provided
3. Registration Rights: Include if notes are or may become convertible to registered securities
4. Tax Provisions: Include detailed tax provisions when cross-border elements exist
5. Subordination: Include when notes are subordinated to other debt
6. Conversion Rights: Include if notes are convertible to equity
7. Co-Sale Rights: Include when multiple purchasers have rights to participate in future sales
8. Information Rights: Include when purchasers are entitled to specific financial or other information
1. Form of Note: The actual form of the promissory note to be issued
2. Payment Schedule: Detailed amortization or payment schedule
3. Disclosure Schedule: Exceptions to representations and warranties
4. Security Documents: Details of any security arrangements and collateral
5. Corporate Documents: Copies of relevant corporate approvals and authorizations
6. Purchaser Questionnaire: Investment suitability and regulatory compliance questionnaire
7. Notice Details: Detailed contact information for all parties
8. Calculation Methods: Detailed procedures for calculating interest, payments, or conversion prices
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