Share Transfer Agreement Template for Denmark

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Share Transfer Agreement

Document background
The Share Transfer Agreement is a crucial document used in corporate transactions under Danish law when transferring ownership of shares between parties. It is typically employed in private company transactions, corporate restructurings, or investment deals. The agreement comprehensively documents the terms of the transfer, including the number of shares being transferred, purchase price, payment terms, and various warranties and representations about the company and its shares. Key considerations under Danish law include compliance with the Danish Companies Act, corporate governance requirements, and registration procedures. The document serves to protect both parties' interests by clearly defining their rights and obligations, addressing potential risks, and establishing mechanisms for dealing with post-completion adjustments or claims.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries
Teams

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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