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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
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