The Convertible Note Agreement serves as a critical financing instrument for companies seeking growth capital while deferring company valuation discussions. This document type is particularly relevant in the Danish market where companies need flexible financing solutions that comply with local regulatory requirements. The agreement details the loan amount, interest rate, conversion mechanisms, and investor protections, all structured within the framework of Danish law. A Convertible Note Agreement is typically used when a company needs bridge financing before a larger equity round, or when parties want to defer valuation discussions while providing investors with the security of debt and the upside potential of equity. The document includes comprehensive provisions for both the debt and equity aspects of the investment, ensuring compliance with Danish corporate, securities, and financial regulations while protecting both investor and company interests.
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Key Requirements PROMPT example:
Convertible Note Agreement
I need a Danish law Convertible Note Agreement for a €500,000 investment in our technology startup, with a 20% discount rate on conversion and automatic conversion triggered by a Series A round of at least €2 million, including standard investor protections and information rights.
1. Parties: Identification of the issuing company and the note holder(s)
2. Background: Context of the agreement and general purpose of the convertible note issuance
3. Definitions and Interpretation: Key terms used throughout the agreement, including financial terms, conversion-related definitions, and general interpretation rules
4. Subscription and Issuance: Details of the note subscription, including principal amount, issuance date, and payment terms
5. Interest: Interest rate, calculation method, payment periods, and any special interest provisions
6. Conversion Rights: Terms and conditions for converting the note to equity, including conversion price, mechanism, and timing
7. Conversion Procedure: Step-by-step process for exercising conversion rights and implementing the conversion
8. Maturity and Repayment: Maturity date, repayment terms, and procedures if conversion is not exercised
9. Company Representations and Warranties: Standard company representations regarding authority, valid issuance, and compliance with laws
10. Noteholder Representations and Warranties: Investor representations regarding investment intent, sophistication, and compliance
11. Covenants: Company obligations during the note term, including information rights and operational restrictions
12. Events of Default: Circumstances constituting default and consequences thereof
13. Transferability: Terms governing the transfer of the note to third parties
14. Notices: Communication requirements and contact details
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Security: Include when the note is secured by company assets or guarantees
2. Subordination: Include when the note needs to be subordinated to other company debt
3. Anti-dilution Protection: Include to protect noteholder from dilution before conversion
4. Tag-Along Rights: Include when noteholders should have tag-along rights in case of company sale
5. Information Rights: Include when investors require specific financial or operational information beyond standard covenants
6. Board Observer Rights: Include when investors require board observation rights before conversion
7. Most Favored Nation: Include when investors should benefit from better terms given to future investors
8. Pre-emptive Rights: Include when noteholders should have rights to participate in future financing rounds
1. Conversion Notice Form: Standard form for noteholders to exercise their conversion rights
2. Calculation of Conversion Price: Detailed methodology and examples for calculating the conversion price
3. Cap Table: Current and post-conversion capitalization table of the company
4. Company Information: Key company details including registration number, registered office, and board members
5. Existing Security Interests: List of existing security interests and rankings (if applicable)
6. Required Corporate Approvals: List of corporate approvals needed for note issuance and conversion
7. Form of Shareholders' Resolution: Template for shareholder approval of conversion shares issuance
8. Technical Terms of the Notes: Detailed technical specifications of the notes including ISIN if applicable
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Biotechnology
Fintech
Clean Energy
Software Development
E-commerce
Healthcare
Manufacturing
Media and Entertainment
Professional Services
Artificial Intelligence
Internet of Things
Green Technology
Digital Services
Consumer Products
Relevant Teams
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Compliance
Corporate Secretariat
Business Development
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Venture Capital Partner
Finance Director
Company Secretary
Corporate Development Manager
Investment Analyst
Startup Founder
Business Development Director
Treasury Manager
Financial Controller
Compliance Officer
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