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Convertible Loan Note Agreement
1. Parties: Identification of the Lender(s) and the Company (Borrower)
2. Background: Context of the agreement, including the Company's business and purpose of the loan
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. The Loan: Amount, purpose, drawdown conditions, and interest provisions
5. Interest: Interest rate, calculation methods, payment dates, and default interest
6. Repayment: Repayment terms, prepayment rights, and maturity date
7. Conversion Rights: Terms and conditions of conversion, including conversion price, period, and mechanics
8. Conversion Procedure: Detailed process for exercising conversion rights and issuance of shares
9. Company's Undertakings: Key promises by the Company, including information rights and corporate authorizations
10. Events of Default: Circumstances constituting default and consequences
11. Transferability: Terms governing transfer of the loan note and conversion rights
12. Notices: Communication requirements and contact details
13. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction provisions
1. Security: Required if the loan is secured by any assets or guarantees
2. Subordination: Needed if the loan is to be subordinated to other debt
3. Anti-dilution Provisions: Protection mechanisms for conversion rights in case of corporate actions
4. Tag-Along Rights: Optional protection for noteholders in case of company sale
5. Board Observer Rights: If the lender is to have board observation rights pre-conversion
6. Information Rights: Detailed reporting requirements beyond standard undertakings
7. Pre-emptive Rights: Rights of first refusal on future financing rounds
8. Change of Control: Special provisions triggered by change in company ownership
1. Form of Conversion Notice: Template notice for exercising conversion rights
2. Calculation of Conversion Price: Detailed formula and examples of conversion price calculation
3. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the instrument
4. Cap Table: Current and post-conversion capitalization table
5. Technical Terms of the Notes: Detailed technical specifications of the loan notes
6. Form of Accession Letter: Template for new lenders to accede to the agreement
7. Anti-dilution Provisions: Detailed calculations and examples of anti-dilution adjustments
Authors
Aggregate Principal Amount
Applicable Interest Rate
Business Day
Change of Control
Company
Completion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Drawdown Date
Drawdown Notice
Event of Default
Exit Event
Financial Indebtedness
Financial Year
Fully Diluted Share Capital
Group
Interest Payment Date
Interest Period
Investment Round
Lender(s)
Loan
Loan Note Certificate
Maturity Date
New Investor
Noteholder
Ordinary Shares
Permitted Transfer
Principal Amount
Qualifying Investment Round
Redemption Amount
Relevant Jurisdiction
Security Interest
Share Capital
Shareholders' Agreement
Subscription Price
Subsidiary
Tax
Transaction Documents
Transfer
Valuation
Voting Rights
Warranties
Interest
Repayment
Conversion Rights
Anti-dilution
Security
Ranking and Subordination
Warranties
Undertakings
Information Rights
Events of Default
Acceleration
Transfer Rights
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Board Rights
Confidentiality
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Governing Law
Jurisdiction
Counterparts
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