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Forward Share Purchase Agreement
1. Parties: Identification of the seller(s) and buyer(s) with full legal names and registration details
2. Background: Context of the transaction, including description of the target company and reason for the forward purchase structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core agreement to sell and purchase the shares at a future date
5. Purchase Price: Specification of the purchase price, including any adjustment mechanisms and payment terms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Process and requirements for completion of the share transfer
9. Warranties: Seller's warranties regarding the shares and the target company
10. Covenants: Ongoing obligations of the parties
11. Termination: Circumstances under which the agreement can be terminated
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for serving notices under the agreement
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Security Arrangements: Required when either party needs to provide security for their obligations
3. Tag-Along Rights: Included when minority shareholders need protection in case of future share sales
4. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in a sale
5. Non-Competition: Required when the seller needs to be restricted from competing post-completion
6. Management Provisions: Used when specific management arrangements need to be agreed for the period between signing and completion
7. Break Fee: Included when parties want to specify compensation for failure to proceed
8. Tax Covenant: Required for complex transactions with specific tax implications
1. Share Details: Details of the shares being sold, including class, numbers, and any encumbrances
2. Target Company Information: Corporate information about the target company
3. Warranties: Detailed warranties given by the seller
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Purchase Price Calculation: Detailed mechanism for calculating the final purchase price
6. Conditions Precedent: Detailed list of all conditions precedent
7. Permitted Encumbrances: List of permitted encumbrances on the shares or company assets
8. Form of Transfer Documents: Templates of share transfer forms and other required documentation
Authors
Business Day
Completion
Completion Date
Conditions Precedent
Consideration
Disclosed
Disclosure Letter
Encumbrance
Forward Purchase Price
Group
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Purchase Price
Purchase Price Adjustment
Reference Date
Sale Shares
Seller's Warranties
Signing Date
Target Company
Target Group
Transaction Documents
Transfer Date
Warranties
Working Capital
Affiliate
Board
Business
Claim
Confidential Information
Danish Companies Act
Danish Financial Business Act
Effective Date
Financial Statements
Governmental Authority
Intellectual Property Rights
Law
Losses
Management Accounts
Material Contracts
Preliminary Purchase Price
Related Party
Representatives
Share Capital
Subsidiaries
Tax
Third Party
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Representations
Covenants
Share Transfer Mechanics
Security Arrangements
Confidentiality
Non-Competition
Non-Solicitation
Price Adjustment
Default
Force Majeure
Termination
Assignment
Notices
Costs and Expenses
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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