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Equity Investment Agreement Template for Denmark

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Equity Investment Agreement

Document background
The Equity Investment Agreement is a crucial document used when an investor is acquiring shares in a Danish company, whether through a new issue of shares or purchase of existing shares. This agreement is essential for both early-stage investments and later funding rounds, providing a legally binding framework that complies with Danish corporate law. It typically follows successful negotiations and term sheet signing, incorporating detailed provisions about the investment structure, shareholder rights, and company obligations. The agreement must align with the Danish Companies Act (Selskabsloven) requirements and often works in conjunction with updated Articles of Association and potentially a Shareholders' Agreement. It's particularly important for documenting complex investment terms, protecting both investor and company interests, and establishing clear governance frameworks.
Suggested Sections

1. Parties: Identification of the investor(s) and the target company

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Investment Amount and Shares: Details of the investment amount and number/class of shares to be issued

5. Subscription Price and Payment: Terms of payment and share price calculation

6. Completion: Process and requirements for completing the investment

7. Company's Representations and Warranties: Statements of fact about the company's status, operations, and finances

8. Investor's Representations and Warranties: Statements of fact about the investor's status and capacity

9. Board Representation: Rights regarding appointment of directors to the board

10. Information and Inspection Rights: Investor's rights to company information and financial reports

11. Transfer Restrictions: Limitations on the transfer of shares

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for formal communications between parties

14. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction

15. Execution: Signature blocks and execution requirements

Optional Sections

1. Anti-dilution Protection: Protection against future share issuances at lower valuations

2. Tag-along Rights: Right to join in sale of shares by other shareholders

3. Drag-along Rights: Right to force other shareholders to join in sale of shares

4. Conditions Precedent: Conditions that must be met before completion

5. Pre-emptive Rights: Rights regarding future share issuances

6. Dividend Rights: Special provisions regarding dividend distributions

7. Exit Rights: Provisions regarding company sale or IPO

8. Founder Vesting: If founders' shares are subject to vesting conditions

9. Non-compete and Non-solicitation: Restrictions on competitive activities

10. Management Rights: Special rights regarding company management

Suggested Schedules

1. Schedule 1: Capitalization Table: Current and post-investment share capital structure

2. Schedule 2: Company Information: Detailed company information including registration details

3. Schedule 3: Warranties: Detailed warranties given by the company

4. Schedule 4: Completion Requirements: Detailed list of completion deliverables

5. Schedule 5: Articles of Association: New or amended articles of association

6. Schedule 6: Board Resolutions: Form of board resolutions approving the investment

7. Schedule 7: Shareholders' Agreement: Form of shareholders' agreement or key terms

8. Schedule 8: Financial Statements: Recent financial statements of the company

9. Schedule 9: Business Plan: Company's business plan and projections

10. Schedule 10: Disclosure Letter: Disclosures against the warranties

Authors

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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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