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Share Buyout Agreement
1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief company history and reason for the share buyout
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Agreed purchase price, payment terms, and any price adjustment mechanisms
6. Completion: Details of the completion process, timing, and deliverables required from each party
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Confidentiality: Confidentiality obligations regarding the transaction and company information
11. Announcements: Requirements for public announcements about the transaction
12. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution requirements
1. Tax Indemnity: Specific tax-related indemnities, used when particular tax risks are identified
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller remains active in the industry
3. Earn-out Provisions: Structure for additional payments based on future performance, used in transactions with contingent consideration
4. Employee Matters: Specific provisions regarding key employees, used when retention is crucial
5. Intellectual Property: Detailed IP provisions, used when IP is a significant company asset
6. Bank Financing: Provisions related to external financing, used when purchase is partially bank-financed
7. Shareholder Approval: Process for obtaining other shareholders' approval, used when required by articles or shareholders' agreement
8. Competition Clearance: Provisions regarding competition authority approval, used for larger transactions
1. Share Details: Detailed description of shares being transferred, including share certificates numbers and share class rights
2. Completion Obligations: Detailed list of actions and documents required at completion
3. Warranties: Full list of warranties given by the seller
4. Company Information: Key company details including subsidiaries, properties, material contracts
5. Financial Statements: Recent financial statements of the company
6. Disclosed Matters: List of matters disclosed against the warranties
7. Form of Resignation Letters: Template resignation letters for departing directors
8. Form of Share Transfer Form: Template share transfer documentation compliant with Danish requirements
Authors
Articles of Association
Board
Business Day
Buyer
Completion
Completion Date
Confidential Information
Consideration
Danish Companies Act
Disclosed
Disclosed Documents
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Purchase Price
Relevant Authority
Sale Shares
Seller
Seller's Bank Account
Seller's Warranties
Shares
Share Certificates
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Transaction
Transfer Documents
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Buyer's Warranties
Limitations on Liability
Tax Covenants
Indemnities
Confidentiality
Announcements
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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