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Share Vesting Agreement
1. Parties: Identification of the parties to the agreement, including the company and the share recipient
2. Background: Context of the agreement, including the company's share capital structure and purpose of the vesting arrangement
3. Definitions: Key terms used throughout the agreement, including technical and legal definitions
4. Grant of Shares: Details of the shares being granted, including number, class, and nominal value
5. Vesting Schedule: Detailed timeline and conditions for share vesting, including cliff period if applicable
6. Vesting Conditions: Specific conditions that must be met for shares to vest, including continued engagement requirements
7. Share Rights: Rights attached to the shares, including voting rights and dividend rights
8. Transfer Restrictions: Limitations on the ability to transfer, sell, or encumber the shares
9. Termination Provisions: Consequences of termination of employment or engagement on vested and unvested shares
10. Company's Right of Repurchase: Terms under which the company can repurchase shares, including pricing mechanism
11. Tax Provisions: Tax treatment and responsibilities related to the share grant and vesting
12. Confidentiality: Obligations regarding confidential information related to the shares and company
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution requirements
1. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale of the company
2. Tag-Along Rights: Include when minority shareholders should have the right to join in a sale by majority shareholders
3. Anti-Dilution Protection: Include when protecting against dilution from future funding rounds is desired
4. Board Matters: Include when the vesting agreement includes board representation rights
5. IP Assignment: Include when the share recipient is also transferring intellectual property rights to the company
6. Non-Competition: Include when additional non-compete restrictions are required beyond standard employment terms
7. Good/Bad Leaver Provisions: Include when different treatment of shares is desired based on circumstances of departure
1. Schedule 1 - Share Details: Detailed information about the shares, including class rights and current cap table
2. Schedule 2 - Vesting Schedule: Detailed breakdown of vesting dates and percentages
3. Schedule 3 - Deed of Adherence: Form for additional parties to join the agreement if required
4. Schedule 4 - Share Transfer Form: Template for executing share transfers
5. Schedule 5 - Company's Articles of Association: Current articles of association referenced in the agreement
6. Schedule 6 - Shareholders' Agreement: Existing shareholders' agreement (if applicable)
7. Appendix A - Tax Elections: Required tax forms and elections under Danish law
8. Appendix B - Calculations: Examples of vesting and repurchase price calculations
Authors
Articles of Association
Bad Leaver
Board
Business Day
Cause
Change of Control
Cliff Period
Company
Competitive Business
Confidential Information
Danish Companies Act
Deed of Adherence
Disability
Effective Date
Encumbrance
Fair Market Value
Fully Diluted Share Capital
Good Leaver
Grant Date
Group
Initial Public Offering (IPO)
Intellectual Property Rights
Issue Price
Lock-up Period
Market Value
Notice
Option
Parent Company
Parties
Purchase Price
Qualified IPO
Related Persons
Repurchase Notice
Repurchase Price
Share Capital
Share Rights
Shareholders' Agreement
Shares
Subsidiary
Tag-Along Right
Tax
Termination Date
Transfer
Unvested Shares
Valuation
Vested Shares
Vesting Commencement Date
Vesting Date
Vesting Period
Vesting Schedule
Vesting Schedule
Share Rights
Transfer Restrictions
Repurchase Rights
Termination
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Share Valuation
Tax Obligations
Representations and Warranties
Company Information Rights
Voting Rights
Dividend Rights
Pre-emptive Rights
Change of Control
Good/Bad Leaver Provisions
Death and Disability
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Amendments
Governing Law
Data Protection
Force Majeure
Costs and Expenses
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