Share Retention Agreement Template for Denmark

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Share Retention Agreement

Document background
Share Retention Agreements are crucial instruments in Danish corporate practice, used to maintain stability in company ownership and align shareholder interests with long-term company objectives. These agreements are commonly implemented in situations such as post-merger integration, executive compensation packages, or preparation for public offerings. The Share Retention Agreement specifically outlines the duration and conditions under which designated shareholders must maintain their share ownership, including any transfer restrictions and compliance requirements. Operating under Danish law, particularly the Danish Companies Act (Selskabsloven) and relevant EU regulations, the agreement must balance enforceability with shareholder rights and market regulations. It typically includes detailed provisions on monitoring mechanisms, permitted transfers, and consequences of breach, while ensuring compliance with Danish corporate governance standards and securities regulations.
Suggested Sections

1. Parties: Identification of the contracting parties - typically the company and the shareholder(s)

2. Background: Context of the agreement, including the purpose of the retention requirements and any related transactions

3. Definitions: Defined terms used throughout the agreement, including specific share-related terminology

4. Retention Obligations: Core obligations regarding share retention, including quantity and duration

5. Transfer Restrictions: Specific restrictions on the transfer, pledge, or encumbrance of shares

6. Duration and Release: Term of the retention period and conditions for early release or modification

7. Monitoring and Compliance: Procedures for monitoring compliance and reporting requirements

8. Consequences of Breach: Remedies and consequences for violating retention obligations

9. Notices: Process and requirements for formal communications between parties

10. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

11. General Provisions: Standard legal provisions including amendments, severability, and entire agreement

Optional Sections

1. Employment Relationship: Required when the retention agreement is linked to employment terms or conditions

2. Performance Conditions: Used when share retention is tied to specific performance metrics or conditions

3. Multiple Share Classes: Needed when agreement covers different classes of shares with varying retention requirements

4. Tag-Along Rights: Included when certain shareholders are given the right to join in share transfers

5. Permitted Transfers: Details specific exceptions to transfer restrictions, such as transfers to family members or holding companies

6. Tax Provisions: Specific tax-related provisions when tax implications need to be addressed explicitly

7. Board Approval Process: Required when transfers or releases need specific board approval procedures

Suggested Schedules

1. Schedule 1 - Share Ownership Details: Current share ownership information including share certificates numbers and classes

2. Schedule 2 - Transfer Notice Form: Standard form for requesting permission to transfer shares

3. Schedule 3 - Compliance Certificate: Template for periodic compliance certification

4. Schedule 4 - Release Request Form: Standard form for requesting early release from retention obligations

5. Schedule 5 - Performance Metrics: Detailed description of any performance conditions linked to retention requirements

6. Appendix A - Shareholder Register Extract: Current extract from the company's shareholder register

7. Appendix B - Board Resolution: Copy of board resolution approving the retention agreement

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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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