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Share Purchase Agreement
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and basic sale obligations
5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms
6. Completion: Mechanics and requirements for closing the transaction
7. Seller's Warranties: Standard warranties regarding seller's capacity, share ownership, and target company
8. Buyer's Warranties: Basic warranties regarding buyer's capacity and ability to complete the transaction
9. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
10. Tax Covenants: Specific provisions regarding tax liabilities and indemnities
11. Confidentiality: Obligations regarding transaction confidentiality and public announcements
12. Notices: Process and requirements for formal notices under the agreement
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Pre-Completion Obligations: Used when there's a gap between signing and completion, specifying how the target company should be operated
2. Conditions Precedent: Include when completion is subject to specific conditions such as regulatory approvals
3. Post-Completion Covenants: Used when specific obligations need to be fulfilled after completion
4. Non-Competition and Non-Solicitation: Include when seller needs to be restricted from competing or soliciting employees
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Employee Matters: Include when specific arrangements for key employees are needed
7. Transitional Services: Used when seller needs to provide certain services post-completion
8. Break Fee: Include when parties want to specify compensation for failed completion
1. Target Company Information: Details of the target company including corporate information and share capital structure
2. Warranties: Detailed business, legal, and tax warranties about the target company
3. Disclosed Documents: List of documents disclosed against the warranties
4. Properties: Details of real estate owned or leased by the target company
5. Intellectual Property: List of IP rights owned or licensed by the target company
6. Material Contracts: Summary of key contracts of the target company
7. Employees: Details of employees including key terms of employment
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for outgoing directors
10. Data Room Index: Index of documents provided in due diligence
11. Completion Accounts Principles: Accounting principles for preparation of completion accounts
Authors
Background
Definitions
Interpretation
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Tax Warranties
Liability Limitations
Indemnification
Tax Covenants
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Data Protection
Employee Matters
Intellectual Property
Real Property
Material Contracts
Insurance
Environmental
Regulatory Compliance
Force Majeure
Assignment
Notices
Further Assurance
Costs
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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