Private Equity Subscription Agreement

Private Equity Subscription Agreement Template for Denmark

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Document background

The Private Equity Subscription Agreement is a crucial document used in Danish private equity transactions when an investor seeks to acquire shares in a target company through a new share issuance. This agreement is essential for documenting the terms of the investment, ensuring compliance with Danish corporate and securities laws, and establishing the rights and obligations of all parties involved. It is typically used in growth capital or late-stage investments where a private equity firm takes a significant equity stake in a company. The document must conform to Danish legal requirements, particularly regarding share capital increases, corporate governance, and financial regulations. It includes detailed provisions about the investment structure, shareholder rights, board representation, and exit mechanisms, while incorporating necessary protections for both the investor and the target company.

Suggested Sections

1. Parties: Identification of the company, the investor(s), and any other relevant parties to the agreement

2. Background: Context of the investment, including brief description of the company and purpose of the subscription

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription and Payment: Details of shares being subscribed for, subscription price, and payment terms

5. Closing Conditions: Conditions precedent to the subscription taking effect

6. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and business

7. Representations and Warranties of the Investor: Investor's confirmations regarding authority, financial capacity, and investment understanding

8. Covenants: Ongoing obligations of the parties

9. Closing Mechanics: Process and requirements for completing the subscription

10. Confidentiality: Obligations regarding confidential information

11. Notices: Communication procedures between parties

12. Assignment: Restrictions on transfer of rights under the agreement

13. Governing Law and Jurisdiction: Specification of Danish law governance and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including amendments, severability, and entire agreement

Optional Sections

1. Tag-Along Rights: Include when existing shareholders are granted right to join in sale of shares

2. Drag-Along Rights: Include when majority shareholders can force minority to join in sale

3. Anti-Dilution Protection: Include when investors are to be protected against future down-rounds

4. Board Representation: Include when investor is granted right to appoint board member(s)

5. Information Rights: Include when specific information rights are granted beyond statutory requirements

6. Pre-emptive Rights: Include when investors are granted rights to participate in future funding rounds

7. Lock-up Period: Include when restrictions on share transfers for a specific period are required

8. Regulatory Compliance: Include when specific regulatory requirements need addressing (e.g., for financial investors)

Suggested Schedules

1. Subscription Details: Detailed breakdown of shares, price, and payment information

2. Capitalization Table: Pre and post-investment share capital structure

3. Company Information: Detailed corporate information including registration details and structure

4. Warranties: Detailed warranties given by the company

5. Board Resolutions: Copies of relevant board resolutions approving the subscription

6. Shareholder Resolutions: Copies of relevant shareholder resolutions

7. Due Diligence Findings: Summary of key due diligence findings and any related warranties

8. Investor Questionnaire: Completed investor qualification and KYC information

9. Articles of Association: Current or amended articles of association reflecting the investment

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