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Equity Buyout Agreement
1. Parties: Identification of all parties to the agreement, including full legal names and registration details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms, including description of shares being sold and purchase commitment
5. Purchase Price: Details of the purchase price, including any adjustments and payment mechanisms
6. Closing: Conditions precedent, closing mechanics, and timing
7. Seller's Representations and Warranties: Comprehensive warranties about the company, shares, and seller's capacity
8. Buyer's Representations and Warranties: Warranties about buyer's capacity and ability to complete the transaction
9. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business
10. Post-Closing Covenants: Ongoing obligations after closing, including non-compete and confidentiality
11. Indemnification: Compensation mechanisms for breach of warranties or other obligations
12. Confidentiality: Obligations regarding transaction and company information confidentiality
13. Announcements: Rules for public announcements and press releases
14. Notices: Process and details for formal communications between parties
15. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction for disputes
16. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Seller Financing: Include when part of purchase price is paid through seller financing or installments
2. Employee Matters: Include when specific arrangements for key employees or management are part of transaction
3. Tax Matters: Include when specific tax arrangements or indemnities are required
4. Intellectual Property: Include when IP assets are significant part of transaction value
5. Real Estate: Include when company owns significant real estate assets
6. Environmental Matters: Include when company has significant environmental risks or obligations
7. Transition Services: Include when seller will provide post-closing services
8. Earn-out Provisions: Include when purchase price includes performance-based payments
1. Schedule 1 - Company Information: Detailed corporate information including shareholding structure
2. Schedule 2 - Shares Information: Details of shares being transferred including share certificates
3. Schedule 3 - Warranties: Detailed warranties and any qualifications or disclosures
4. Schedule 4 - Properties: List and details of all company properties
5. Schedule 5 - Intellectual Property: List of all IP rights owned or licensed by company
6. Schedule 6 - Material Contracts: List and summaries of key contracts
7. Schedule 7 - Employee Information: Details of employees, benefits, and employment agreements
8. Schedule 8 - Closing Deliverables: List of all documents and items to be delivered at closing
9. Schedule 9 - Purchase Price Adjustment: Detailed mechanics for any purchase price adjustments
10. Appendix A - Closing Minutes: Form of closing minutes and proceedings
11. Appendix B - Share Transfer Forms: Forms for executing share transfer
12. Appendix C - Resignation Letters: Template resignation letters for departing directors
Authors
Articles of Association
Business Day
Buyer
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Danish Companies Act
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Permitted Encumbrances
Purchase Price
Purchase Price Adjustment
Related Persons
Relevant Authority
Seller
Seller's Knowledge
Shares
Signing Date
Subsidiaries
Target Company
Tax
Transaction
Transaction Documents
Warranties
Working Capital
Working Capital Adjustment
Management Accounts
Annual Accounts
Due Diligence Reports
Escrow Account
Escrow Agent
Indemnification
Losses
Material Adverse Effect
Ordinary Course of Business
Registered Intellectual Property
Representatives
Third Party
Transfer
Purchase Price
Payment Terms
Conditions Precedent
Closing Mechanics
Warranties and Representations
Seller Warranties
Buyer Warranties
Due Diligence
Purchase Price Adjustment
Working Capital Adjustment
Indemnification
Tax Matters
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Corporate Authority
Change of Control
Material Contracts
Real Estate
Environmental Matters
Regulatory Compliance
Data Protection
Force Majeure
Assignment
Notices
Announcements
Governing Law
Dispute Resolution
Entire Agreement
Severability
Costs and Expenses
Further Assurance
Amendments
Third Party Rights
Termination
Survival
Anti-Corruption
Insurance
Business Conduct
Transition Services
Restrictive Covenants
Post-Closing Obligations
Share Transfer Mechanics
Company Management
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