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Share Transfer Agreement
1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and registered addresses
2. Background: Context of the transaction, including description of the company whose shares are being transferred
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Any conditions that must be satisfied before completion can occur
6. Pre-completion Obligations: Obligations of the parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Standard warranties from seller regarding title to shares and company status
9. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Requirements for public announcements about the transaction
12. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
13. Assignment: Restrictions on assignment of rights under the agreement
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Tax Covenant: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern
2. Non-competition: Restrictions on seller's competing activities, used when seller could compete with the company
3. Earn-out Provisions: Mechanism for additional payments based on future performance, used in performance-based pricing
4. Employee Matters: Specific provisions regarding key employees, used when retention is important
5. Intellectual Property: Specific warranties and provisions regarding IP, used when IP is a key asset
6. Real Estate: Specific provisions regarding property, used when real estate is a significant asset
7. Environmental Matters: Environmental warranties and indemnities, used for companies with environmental risks
8. Data Protection: Specific provisions regarding personal data, used when significant personal data is involved
1. Share Details: Detailed description of the shares being transferred
2. Company Information: Key details about the company including corporate information
3. Warranties: Detailed warranties about the company and its business
4. Properties: List and details of company properties
5. Intellectual Property Rights: List of IP rights owned or used by the company
6. Employee Information: Details of key employees and their terms
7. Material Contracts: List and details of important contracts
8. Completion Obligations: Detailed list of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Form of Board Resolutions: Template board resolutions approving the transfer
Authors
Business
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Party/Parties
Properties
Purchase Price
Relevant Period
Sale Shares
Seller
Seller's Bank Account
Seller's Warranties
Subsidiary
Tax/Taxation
Tax Authority
Transaction Documents
Transfer Date
Warranties
Working Capital
Management Accounts
Claim
Danish Companies Act
Due Diligence Information
Employees
Environmental Laws
Financial Year
Governmental Authority
Ordinary Course of Business
Permitted Encumbrances
Related Party
Senior Management
Share Capital
Signing Date
Tax Covenant
Working Day
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Covenants
Completion
Post-completion Obligations
Warranties
Tax Warranties
Business Warranties
Limitations on Liability
Tax Covenant
Non-competition
Confidentiality
Announcements
Data Protection
Employee Matters
Intellectual Property
Real Estate
Environmental Matters
Insurance
Further Assurance
Assignment
Costs
Notices
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Counterparts
Share Transfer Mechanics
Board Approval
Shareholder Consent
Due Diligence
Material Contracts
Regulatory Compliance
Anti-corruption
Power and Authority
Legal Capacity
Title and Ownership
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