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Share Buyback Contract
1. Parties: Identification of the company (purchaser) and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate approvals and compliance with Danish Companies Act requirements
3. Definitions: Key terms used throughout the agreement, including Share Capital, Purchase Price, Completion Date
4. Subject Matter of Sale: Details of the shares being sold, including number, class, and nominal value
5. Purchase Price: Agreed price per share and total consideration, including payment method and timing
6. Conditions Precedent: Any conditions that must be satisfied before completion, including regulatory approvals
7. Completion: Mechanics of the transfer, including timing and actions required by each party
8. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and absence of encumbrances
9. Company's Warranties: Warranties regarding corporate authority and compliance with Danish Companies Act
10. Tax Matters: Tax implications and responsibilities of the parties
11. Confidentiality: Obligations regarding non-disclosure of agreement terms
12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction of Danish courts
1. Market Abuse Regulation Compliance: Required for listed companies, detailing compliance with MAR requirements
2. Shareholders' Agreement Compliance: Required if existing shareholders' agreements contain provisions affecting the buyback
3. Tag-Along Rights: Include if other shareholders have tag-along rights that need to be addressed
4. Regulatory Filings: Required for listed companies or when regulatory notifications are necessary
5. Price Adjustment Mechanism: Include if the purchase price may be adjusted based on certain conditions
6. Non-Competition: Include if seller is a significant shareholder or has management role
7. Stock Exchange Requirements: Required for companies listed on Nasdaq Copenhagen
1. Share Details: Detailed description of the shares, including share certificates numbers if applicable
2. Corporate Authorizations: Copies of board and/or shareholder resolutions approving the buyback
3. Calculation of Purchase Price: If price is based on a formula or valuation method
4. Transfer Documents: Share transfer forms and other documents required to effect the transfer
5. Tax Clearance: Any required tax clearance certificates or documentation
6. Regulatory Approvals: Copies of any required regulatory approvals or notifications
Authors
Articles of Association
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Danish Business Authority
Encumbrance
General Meeting
Group
MAR
Material Adverse Change
Purchase Price
Regulatory Approvals
Sale Shares
Seller
Share Capital
Shareholders' Register
Signing Date
Subsidiary
Tax
Transaction
Transfer Documents
VP Securities
Warranties
Working Hours
Sale and Purchase
Purchase Price
Conditions Precedent
Completion
Seller's Warranties
Company's Warranties
Pre-Completion Obligations
Regulatory Compliance
Market Abuse Regulation
Corporate Approvals
Share Transfer Mechanics
Payment Terms
Tax Matters
Confidentiality
Announcements
Data Protection
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Amendments
Force Majeure
Governing Law
Jurisdiction
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