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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
Authors
Articles of Association
Board
Business Day
CBR
Companies Act
Completion
Completion Date
Conditions Precedent
Conversion
Conversion Amount
Conversion Notice
Conversion Price
Conversion Rate
Conversion Shares
Danish Business Authority
Encumbrance
Existing Loan
Existing Loan Agreement
Existing Shareholders
Financial Statements
Fully Diluted Share Capital
General Meeting
Group
Interest
Lender
Loan Principal
Material Adverse Change
New Shares
Ordinary Shares
Outstanding Amount
Party/Parties
Pre-Conversion Share Capital
Register of Shareholders
Regulatory Approvals
Share Capital
Shareholders' Agreement
Shares
Subsidiary
Valuation
Warranties
Loan Recognition
Conversion Terms
Share Capital
Pre-emptive Rights
Anti-dilution
Representations and Warranties
Conditions Precedent
Completion Obligations
Board Appointment Rights
Information Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Assignment
Notices
Costs
Amendments
Severability
Force Majeure
Entire Agreement
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Further Assurance
Termination
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