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Share Retention Agreement
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
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
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
Authors
Affiliate
Board
Business Day
Company
Completion Date
Confidential Information
Control
Danish Companies Act
Encumbrance
Event of Default
Good Leaver
Group
Initial Retention Period
Lock-up Period
Market Rules
Material Breach
Permitted Transfer
Permitted Transferee
Related Party
Release Date
Release Event
Retained Shares
Retention Notice
Retention Obligation
Retention Period
Securities
Share Certificate
Shareholder Register
Shares
Subsidiary
Transfer
Transfer Notice
Transfer Restriction
Trustee
Voting Rights
Working Hours
Transfer Restrictions
Permitted Transfers
Release Conditions
Monitoring and Reporting
Compliance Certificates
Share Certificates
Voting Rights
Dividend Rights
Breach and Remedies
Permitted Encumbrances
Board Approval
Notice Requirements
Confidentiality
Term and Termination
Assignment
Severability
Entire Agreement
Amendment
Force Majeure
Waiver
Notices
Costs
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Tax Matters
Regulatory Compliance
Share Register Updates
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