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Shareholder Agreement Transfer Of Shares
1. Parties: Identification of all parties to the agreement, including transferor(s), transferee(s), and the company
2. Background: Context of the agreement, including current shareholding structure and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject of Transfer: Details of shares being transferred, including number, class, and nominal value
5. Purchase Price: Agreed purchase price for the shares and payment terms
6. Completion: Process and requirements for completing the transfer, including timing and deliverables
7. Representations and Warranties: Warranties from seller regarding ownership, authority to sell, and share status
8. Board Approval: Confirmation of required board approvals and compliance with company's articles
9. Transfer Restrictions: Any continuing restrictions on further transfer of shares
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
13. Entire Agreement: Standard boilerplate confirming this is the complete agreement
14. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale
2. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in a sale
3. Non-Competition: Include when selling shareholders should be restricted from competing
4. Shareholders' Agreement Accession: Include when transferee needs to accede to an existing shareholders' agreement
5. Pre-emption Rights: Include when other shareholders should have first right to purchase shares
6. Special Voting Rights: Include when transfer involves shares with special voting rights
7. Tax Provisions: Include specific tax-related provisions when transfer has significant tax implications
8. Management Provisions: Include when transfer affects management rights or board representation
1. Share Details: Detailed description of shares being transferred including share certificates numbers
2. Completion Checklist: List of all documents and actions required for completion
3. Company Information: Key company details including registration number, registered office, and share capital
4. Existing Shareholders' Agreement: Copy or summary of existing shareholders' agreement if relevant
5. Board Resolution: Copy of board resolution approving the transfer
6. Valuation Report: If applicable, independent valuation of shares being transferred
7. Share Certificate Forms: Forms for cancellation of old and issuance of new share certificates
8. Transfer Notice: Form of transfer notice to be given to the company
Authors
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Danish Companies Act
Encumbrance
Existing Shareholders' Agreement
Group
Long Stop Date
Material Adverse Change
Nominal Value
Notice
Parties
Purchase Price
Purchaser
Related Party
Relevant Securities
Seller
Share Capital
Share Certificates
Shareholders
Shares
Subsidiary
Tag-Along Rights
Tax
Transfer
Transfer Date
Transfer Notice
Voting Rights
Working Hours
Writing
Definitions
Share Transfer
Purchase Price
Payment Terms
Completion
Pre-completion Obligations
Post-completion Obligations
Representations and Warranties
Board Approval
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Share Certificates
Share Register
Voting Rights
Dividend Rights
Transfer Restrictions
Non-Competition
Confidentiality
Tax Matters
Costs and Expenses
Notices
Assignment
Amendment
Severability
Waiver
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Entire Agreement
Counterparts
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