Common use of QUALIFIED COMPANIES Clause in Contracts

QUALIFIED COMPANIES. 3.1 The utilisation of the Individual Facility is reserved for Danish limited liability com- panies, which comply with appendix 12.1 of the Loan Terms (as defined in Clause 4), inter alia that such company (a “Qualified Company”): (i) comply with the investment criteria relating to green products, cf. Appendix 3.1(i) – Green Investment Criteria (the “Green Investment Criteria”); HELLERUP 20 MARCH 2023 (ii) is within the scope of the Strategy; (iii) is not, whether by nature or activity, within the scope of the Lender’s neg- ative list as set out in Appendix 3.1; (iv) employs fewer than 50 persons; (v) has an annual revenue and/or annual balance sheet total of not more than EUR 10m; (vi) is an unlisted (not publicly traded) enterprise; (vii) was registered with the Danish Business Authority no more than five years prior to the disbursement of the Loan (as defined in Clause 2.2); (viii) has not been assigned another company's activity, which at the time of the assignment either i) formed the basis of revenue of the transferring party or (ii) realistically had the prospect to form the basis for revenue within a period of maximum of 36 months; (ix) has not yet distributed profits; (x) is not a Restricted Company (as defined in Clause 3.2); (xi) has not been formed through a merger, unless such was a merger between companies that fulfill the conditions set out in section (ii)-(ix) above and no more than five years have elapsed since the date of registration of the oldest merger party; and (xii) is not subject to collective insolvency proceedings or fulfils the criteria for being placed in collective insolvency proceedings at the request of its cred- itor. 3.2 A company is a “Restricted Company” if any of the below applies to the company, without the specific prior written approval by the Lender: (i) The company has, notwithstanding Clause 3.1(iii), since its incorporation generated an accumulated consolidated revenue (i.e. including revenue from any potential subsidiaries) of more than mDKK 2, cf. its approved annual reports, as of the date of the Notice (as defined in Clause 7); (ii) The Investor (or any related persons or entities); a. has or obtains, directly or indirectly, decisive influence (in Danish: bestemmende indflydelse) over the Qualified Company in question, cf. the principles in section 7 of the Danish Companies Act; b. has entered into a shareholders’ agreement (or similar) relating to the Qualified Company in question or relating to any entity holding shares or decisive influence, directly or indirectly, in the Qualified Company in question; or c. holds interests, whether contractual or by way of shareholding, which in the discretion of the Lender constitutes a structure similar to any of the above under a. or b.; (iii) The company has previously received financing (or received commitment of financing) from the Lender, other than under the Business Angel Match- ing Scheme; or (iv) The company has, notwithstanding (iii) above, previously received, or will in connection with the funding round entailing the utilisation of the Individ- ual Facility in question receive, funding from more than one additional Cer- tified Investor under the Business Angel Matching Scheme. 3.3 For the avoidance of doubt, any funding from Innovationsfonden does not affect the assessment as to whether or not a company is a Qualified Company.

Appears in 1 contract

Samples: Investor Framework Agreement

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QUALIFIED COMPANIES. 3.1 The utilisation of the Individual Facility is reserved for Danish limited liability com- panies, which comply with appendix 12.1 of the Loan Terms (as defined in Clause 4), inter alia that such company (a “Qualified Company”):which (i) comply with the investment criteria relating to green products, cf. Appendix 3.1(i) – Green Investment Criteria (the “Green Investment Criteria”); HELLERUP 20 MARCH 20237 OCTOBER 2021 (ii) is not a Restricted Company (as defined in Clause 3.2); (iii) comply with appendix 12.1 of the Loan Terms (as defined in Clause 4), inter alia that such company: a. is within the scope of the Strategy; (iii) b. is not, whether by nature or activity, within the scope of the Lender’s neg- ative negative list as set out in Appendix 3.13.1(iii) – Negative List; (iv) c. employs fewer than 50 persons; (v) d. has an annual revenue and/or annual balance sheet total of not more than EUR 10m; (vi) e. is an unlisted (not publicly traded) enterprise; (vii) f. was registered with the Danish Business Authority no more than five years prior to the disbursement of the Loan (as defined in Clause 2.2); (viii) g. has not been assigned another company's activity, which at the time of the assignment either i) formed the basis of revenue of the transferring trans- ferring party or (ii) realistically had the prospect to form the basis for revenue within a period of maximum of 36 months; (ix) h. has not yet distributed profits; (x) is not a Restricted Company (as defined in Clause 3.2); (xi) i. has not been formed through a merger, unless such was a merger between companies that fulfill the conditions set out in section (ii)-(ix) above and no more than five years have elapsed since the date of registration of the oldest merger party; and (xii) j. is not subject to collective insolvency proceedings or fulfils the criteria for being placed in collective insolvency proceedings at the request of its cred- itorcreditor (a “Qualified Company”). 3.2 A company is a “Restricted Company” if any of the below applies to the company, without the specific prior written approval by the Lender: (i) The company has, notwithstanding Clause 3.1(iii), since its incorporation : generated an accumulated consolidated revenue (i.e. including revenue from any potential subsidiaries) of more than mDKK 2, cf. its approved annual reports, as of the date of the Notice (as defined in Clause 7); (ii) The Investor (or any related persons or entities); a. has or obtains, directly or indirectly, decisive influence (in Danish: bestemmende indflydelse) over the Qualified Company in question, cf. the principles in section 7 of the Danish Companies Act; b. has entered into a shareholders’ agreement (or similar) relating to the Qualified Company in question or relating to any entity holding shares or decisive influence, directly or indirectly, in the Qualified Company in question; or c. holds interests, whether contractual or by way of shareholding, which in the discretion of the Lender constitutes a structure similar to any of the above under a. or b.; (iii) The company has previously received financing (or received commitment of financing) from the Lender, other than under the Business Angel Match- ing Scheme; or (iv) The company has, notwithstanding (iii) above, previously received, or will in connection with the funding round entailing the utilisation of the Individ- ual Facility in question receive, funding from more than one additional Cer- tified Investor under the Business Angel Matching Scheme. 3.3 For the avoidance of doubt, any funding from Innovationsfonden does not affect the assessment as to whether or not a company is a Qualified Company.

Appears in 1 contract

Samples: Investor Framework Agreement

QUALIFIED COMPANIES. 3.1 The utilisation of the Individual Facility is reserved for Danish limited liability com- panies, which comply with appendix 12.1 of the Loan Terms (as defined in Clause 4), inter alia that such company (a “Qualified Company”): (i) comply with the investment criteria relating to green products, cf. Appendix 3.1(i) – Green Investment Criteria (the “Green Investment Criteria”); HELLERUP 20 MARCH 2023 (ii) is within the scope of the Strategy; (iiiii) is not, whether by nature or activity, within the scope of the Lender’s neg- ative list as set out in Appendix 3.1;; HELLERUP 22 SEPTEMBER 2022 (iviii) employs fewer than 50 persons; (viv) has an annual revenue and/or annual balance sheet total of not more than EUR 10m; (viv) is an unlisted (not publicly traded) enterprise; (viivi) was registered with the Danish Business Authority no more than five years prior to the disbursement of the Loan (as defined in Clause 2.2); (viiivii) has not been assigned another company's activity, which at the time of the assignment either i) formed the basis of revenue of the transferring party or (ii) realistically had the prospect to form the basis for revenue within a period of maximum of 36 months; (ixviii) has not yet distributed profits; (xix) is not a Restricted Company (as defined in Clause 3.2); (xix) has not been formed through a merger, unless such was a merger between companies that fulfill the conditions set out in section (ii)-(ix) above and no more than five years have elapsed since the date of registration of the oldest merger party; and (xiixi) is not subject to collective insolvency proceedings or fulfils the criteria for being placed in collective insolvency proceedings at the request of its cred- itor. 3.2 A company is a “Restricted Company” if any of the below applies to the company, without the specific prior written approval by the Lender: (i) The company has, notwithstanding Clause 3.1(iii), since its incorporation : generated an accumulated consolidated revenue (i.e. including revenue from any potential subsidiaries) of more than mDKK 2, cf. its approved annual reports, as of the date of the Notice (as defined in Clause 7); (ii) The Investor (or any related persons or entities); a. has or obtains, directly or indirectly, decisive influence (in Danish: bestemmende indflydelse) over the Qualified Company in question, cf. the principles in section 7 of the Danish Companies Act; b. has entered into a shareholders’ agreement (or similar) relating to the Qualified Company in question or relating to any entity holding shares or decisive influence, directly or indirectly, in the Qualified Company in question; or c. holds interests, whether contractual or by way of shareholding, which in the discretion of the Lender constitutes a structure similar to any of the above under a. or b.; (iii) The company has previously received financing (or received commitment of financing) from the Lender, other than under the Business Angel Match- ing Scheme; or (iv) The company has, notwithstanding (iii) above, previously received, or will in connection with the funding round entailing the utilisation of the Individ- ual Facility in question receive, funding from more than one additional Cer- tified Investor under the Business Angel Matching Scheme. 3.3 For the avoidance of doubt, any funding from Innovationsfonden does not affect the assessment as to whether or not a company is a Qualified Company.

Appears in 1 contract

Samples: Investor Framework Agreement

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QUALIFIED COMPANIES. 3.1 The utilisation of the Individual Facility is reserved for Danish limited liability com- panies, which comply with appendix 12.1 of the Loan Terms (as defined in Clause 4), inter alia that such company (a “Qualified Company”): (i) comply with the investment criteria relating to green products, cf. Appendix 3.1(i) – Green Investment Criteria (the “Green Investment Criteria”); HELLERUP 20 MARCH 2023 (ii) is within the scope of the Strategy; (iiiii) is not, whether by nature or activity, within the scope of the Lender’s neg- ative list as set out in Appendix 3.1;; PAGE 3 OF 16 HELLERUP 20 MARCH 2023 (iviii) employs fewer than 50 persons; (viv) has an annual revenue and/or annual balance sheet total of not more than EUR 10m; (viv) is an unlisted (not publicly traded) enterprise; (viivi) was registered with the Danish Business Authority no more than five years prior to the disbursement of the Loan (as defined in Clause 2.2); (viiivii) has not been assigned another company's activity, which at the time of the assignment either i) formed the basis of revenue of the transferring party or (ii) realistically had the prospect to form the basis for revenue within a period of maximum of 36 months; (ixviii) has not yet distributed profits; (xix) is not a Restricted Company (as defined in Clause 3.2); (xix) has not been formed through a merger, unless such was a merger between companies that fulfill the conditions set out in section (ii)-(ix) above and no more than five years have elapsed since the date of registration of the oldest merger party; and (xiixi) is not subject to collective insolvency proceedings or fulfils the criteria for being placed in collective insolvency proceedings at the request of its cred- itor. 3.2 A company is a “Restricted Company” if any of the below applies to the company, without the specific prior written approval by the Lender: (i) The company has, notwithstanding Clause 3.1(iii), since its incorporation : generated an accumulated consolidated revenue (i.e. including revenue from any potential subsidiaries) of more than mDKK 2, cf. its approved annual reports, as of the date of the Notice (as defined in Clause 7); (ii) The Investor (or any related persons or entities); a. has or obtains, directly or indirectly, decisive influence (in Danish: bestemmende indflydelse) over the Qualified Company in question, cf. the principles in section 7 of the Danish Companies Act; b. has entered into a shareholders’ agreement (or similar) relating to the Qualified Company in question or relating to any entity holding shares or decisive influence, directly or indirectly, in the Qualified Company in question; or c. holds interests, whether contractual or by way of shareholding, which in the discretion of the Lender constitutes a structure similar to any of the above under a. or b.; (iii) The company has previously received financing (or received commitment of financing) from the Lender, other than under the Business Angel Match- ing Scheme; or (iv) The company has, notwithstanding (iii) above, previously received, or will in connection with the funding round entailing the utilisation of the Individ- ual Facility in question receive, funding from more than one additional Cer- tified Investor under the Business Angel Matching Scheme. 3.3 For the avoidance of doubt, any funding from Innovationsfonden does not affect the assessment as to whether or not a company is a Qualified Company.

Appears in 1 contract

Samples: Investor Framework Agreement

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