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Convertible Bond Agreement
1. Parties: Identification of the Issuer and the Bondholder(s)
2. Background: Context of the bond issuance and purpose of the financing
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Bond Issue and Status: Details of the bonds, including principal amount, issue price, and ranking
5. Interest: Interest rate, calculation methods, and payment dates
6. Conversion Rights: Terms and conditions for converting bonds into shares, including conversion price and period
7. Conversion Procedures: Detailed process for exercising conversion rights
8. Redemption and Purchase: Terms for early redemption, maturity redemption, and issuer purchase rights
9. Payments: Payment mechanics, currencies, and tax provisions
10. Anti-dilution Provisions: Protections against share capital adjustments affecting conversion rights
11. Representations and Warranties: Statements of fact and assurances from the issuer
12. Covenants: Ongoing obligations of the issuer
13. Events of Default: Circumstances constituting default and consequences
14. Meetings of Bondholders: Procedures for bondholder meetings and collective decisions
15. Notices: Communication requirements and methods
16. Governing Law and Jurisdiction: Confirmation of Danish law governance and jurisdiction
1. Security: Include when bonds are secured by specific assets or guarantees
2. Trustee Provisions: Required when a bond trustee is appointed to represent bondholders
3. Registration Rights: Include when converted shares may need to be registered for public trading
4. Tag-Along Rights: Optional protection allowing bondholders to participate in sale of company
5. Pre-emptive Rights: Include when bondholders are given rights to participate in future financing rounds
6. ESG Provisions: Include when the bonds have environmental, social, or governance requirements
7. Change of Control: Special provisions triggered by change in company ownership
1. Form of Conversion Notice: Template notice for exercising conversion rights
2. Conversion Price Adjustments: Detailed formulae for anti-dilution adjustments
3. Form of Bond Certificate: Template for physical bond certificates if issued
4. Financial Covenants: Detailed financial maintenance requirements and calculations
5. Corporate Authorizations: Copies of board and shareholder resolutions approving the bond issue
6. Acceptance Form: Template for bondholders to accept the terms of the bonds
7. Security Documents: If applicable, documents creating and perfecting security interests
Authors
Agent
Bondholder
Bond Certificate
Business Day
Change of Control
Closing Date
Company
Conversion Agent
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest
Event of Default
Extraordinary Resolution
Final Maturity Date
Financial Indebtedness
Group
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Material Adverse Effect
Nominal Amount
Original Bondholder
Paying Agent
Payment Date
Permitted Security
Principal Amount
Redemption Amount
Redemption Date
Register
Registrar
Relevant Exchange
Security
Security Agent
Share Capital
Shares
Specified Office
Subscription Rights
Subsidiary
Taxes
Trading Day
Transfer
Trust Deed
Trustee
Volume Weighted Average Price
Bond Issuance
Status and Ranking
Security
Interest
Conversion Rights
Conversion Price Adjustment
Anti-dilution
Redemption
Purchase and Cancellation
Payments
Taxation
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Acceleration
Enforcement
Meetings of Bondholders
Modifications and Waivers
Replacement of Bonds
Further Issues
Notices
Assignment and Transfer
Governing Law
Jurisdiction
Process Agent
Severability
Force Majeure
Entire Agreement
Counterparts
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