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Convertible Loan Note Agreement Template for Denmark

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Key Requirements PROMPT example:

Convertible Loan Note Agreement

Document background
The Convertible Loan Note Agreement under Danish law is primarily used by growth companies and startups seeking flexible financing options. It enables companies to secure funding without immediately diluting existing shareholders while providing investors with downside protection through debt characteristics and potential equity upside through conversion rights. This document type is particularly relevant when companies need bridge financing before a larger funding round or when valuation negotiations are challenging. The agreement must comply with Danish corporate and securities laws, particularly regarding share capital requirements and conversion mechanisms. It typically includes detailed provisions on conversion triggers, price calculations, anti-dilution protections, and investor rights. The document's complexity requires careful consideration of both immediate financing needs and long-term implications for the company's capital structure.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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Relevant Industries
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Relevant Roles
Industries







Teams

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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