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Sale Of Shares Contract
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of both parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares and the target company
9. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
11. Tax Covenant: Specific provisions relating to tax liabilities and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Provisions regarding public announcements about the transaction
14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
15. Assignment: Restrictions on assignment of rights under the agreement
16. Notices: Process for serving notices under the agreement
17. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future competitive activities - include when selling shares of an operating business
2. Employee Matters: Specific provisions regarding key employees - include when retention of specific employees is crucial
3. Intellectual Property Rights: Special provisions for IP protection - include when IP is a significant company asset
4. Data Protection: Specific GDPR compliance provisions - include when personal data is a significant aspect
5. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
6. Bank Guarantees: Requirements for bank guarantees - include when payment security is required
7. Break Fee: Provisions for payment if deal fails - include in larger transactions with significant due diligence costs
8. Management Agreements: Provisions regarding ongoing management - include when key managers are selling shareholders
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties regarding the company, business, and assets
3. Properties: Details of all real estate owned or leased by the target company
4. Intellectual Property: List of all IP rights owned or licensed by the target company
5. Material Contracts: Summary of key commercial contracts
6. Employees: Details of employees and their terms of employment
7. Completion Obligations: Detailed list of documents to be delivered at completion
8. Permitted Leakage: List of permitted value extractions in locked box deals
9. Data Room Index: Index of due diligence materials provided
10. Disclosed Documents: List of documents disclosed against the warranties
Authors
Accounts Date
Agreed Form
Business
Business Day
Buyer
Buyer's Group
Completion
Completion Date
Conditions
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Key Employees
Leakage
Locked Box Date
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Permitted Leakage
Properties
Purchase Price
Relevant Claims
Seller
Seller's Group
Seller's Warranties
Shares
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Third Party Rights
Transaction Documents
Warranties
Working Capital
Related Persons
Governmental Authority
Indebtedness
Liability
Net Debt
Ordinary Course of Business
Regulatory Approvals
Purchase Price
Payment Terms
Conditions Precedent
Completion Mechanics
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnities
Tax Covenants
Liability Limitations
Confidentiality
Non-Competition
Non-Solicitation
Public Announcements
Further Assurance
Power of Attorney
Assignment
Notices
Force Majeure
Entire Agreement
Severability
Amendments
Waiver
Costs
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Data Protection
Anti-Money Laundering
Competition Law Compliance
Share Transfer Mechanics
Corporate Authority
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Environmental Matters
Regulatory Compliance
Insurance
Bank Accounts
Security Interests
Earn-Out Provisions
Escrow Arrangements
Break Fee
Restrictive Covenants
Financial Statements
Working Capital Adjustment
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