Stock Issuance Agreement Template for Denmark

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Stock Issuance Agreement

Document background
The Stock Issuance Agreement is a crucial document used when a company wishes to increase its share capital by issuing new shares to investors or existing shareholders under Danish law. This agreement is commonly utilized in various scenarios, including startup funding rounds, employee stock ownership plans, or general corporate capital raising. The document must comply with the Danish Companies Act (Selskabsloven) and related regulations, making it essential to have proper legal guidance during its preparation. The agreement typically includes detailed information about the share issuance, such as share class, price, payment terms, and any special rights attached to the shares. It also addresses corporate governance aspects, shareholder rights, and compliance requirements specific to the Danish jurisdiction.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the share issuance, including corporate approvals and purpose

3. Definitions: Key terms used throughout the agreement

4. Share Issuance Details: Specific details of shares being issued, including number, class, and nominal value

5. Subscription Price: Price per share and total subscription amount

6. Payment Terms: Terms and conditions for payment of the subscription amount

7. Closing Conditions: Conditions precedent to the completion of the share issuance

8. Closing Mechanics: Process and timeline for completing the share issuance

9. Representations and Warranties: Statements of fact and assurances from both parties

10. Company's Obligations: Obligations of the company regarding the issuance process and registration

11. Subscriber's Obligations: Obligations of the subscriber, including payment and documentation

12. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Pre-emptive Rights Waiver: Required if existing shareholders have waived their pre-emptive rights

2. Share Transfer Restrictions: Include if there are specific restrictions on transfer of the newly issued shares

3. Tag-Along Rights: Include for minority shareholder protection in private companies

4. Drag-Along Rights: Include when majority shareholders need the right to force along minority shareholders in a sale

5. Anti-dilution Protection: Include for protecting certain shareholders from future dilutive share issuances

6. Registration Rights: Include if subscribers receive rights for future public registration of shares

7. Board Representation: Include if the share issuance comes with board nomination rights

8. Dividend Rights: Include if special dividend rights attach to the newly issued shares

Suggested Schedules

1. Share Capital Structure: Current and post-issuance share capital structure of the company

2. Subscription Form: Form to be completed by subscribers confirming their subscription

3. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the share issuance

4. Payment Instructions: Detailed banking information for subscription payment

5. Articles of Association: Current articles of association and any amendments related to the issuance

6. Shareholder Register: Updated shareholder register reflecting the new issuance

7. Valuation Report: If applicable, independent valuation supporting the subscription price

8. KYC Documentation Requirements: List of required documentation for anti-money laundering compliance

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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