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Stock Issuance Agreement
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
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
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
Authors
Articles of Association
Board of Directors
Business Day
Closing
Closing Date
Company
Companies Register
Confidential Information
Corporate Authorizations
Danish Companies Act
Encumbrance
Existing Shareholders
General Meeting
Governmental Authority
Issue Price
Issued Shares
Material Adverse Change
New Shares
Nominal Value
Party/Parties
Payment Date
Pre-emptive Rights
Register of Shareholders
Registration
Share Capital
Share Certificate
Shareholder
Subscriber
Subscription Amount
Subscription Form
Subscription Period
Subscription Price
Subscription Rights
Tax
Transfer
Valuation
Voting Rights
Warranties
Payment Obligations
Share Rights
Pre-emptive Rights
Transfer Restrictions
Representations and Warranties
Conditions Precedent
Closing Conditions
Registration Rights
Confidentiality
Anti-dilution
Tag-along Rights
Drag-along Rights
Board Representation
Information Rights
Dividend Rights
Voting Rights
Share Certificates
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Costs and Expenses
Further Assurance
Termination
Indemnification
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