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Shareholder Buyout Agreement
1. Parties: Identification of all parties to the agreement, including the selling shareholder(s), purchasing shareholder(s) or company, and any guarantors
2. Background: Context of the agreement, including company details, current shareholding structure, and reason for the buyout
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and agreement to sell and purchase
5. Purchase Price: Detailed breakdown of the purchase price, calculation method, and any adjustments
6. Payment Terms: Structure and timing of payments, including any installment arrangements or escrow provisions
7. Completion: Details of the completion process, including timing, location, and actions required
8. Conditions Precedent: Any conditions that must be satisfied before completion can occur
9. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
10. Company Warranties: Warranties regarding the company's financial position, assets, and liabilities
11. Limitations on Liability: Caps, time limits, and other restrictions on warranty claims and general liability
12. Confidentiality: Obligations regarding confidential information and announcement restrictions
13. Tax Matters: Tax-related provisions, indemnities, and allocation of tax liabilities
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has key business knowledge
2. Employment Termination: Terms regarding employment termination if seller is also an employee
3. Transitional Services: Arrangements for seller to provide transitional support - include when seller has crucial operational role
4. Earn-out Provisions: Performance-based additional payments - include when price depends on future performance
5. Director Resignations: Terms for resignation from board positions - include when seller holds directorship
6. Intellectual Property Assignment: Specific IP transfer provisions - include when seller has developed IP
7. Related Party Contracts: Treatment of contracts with seller's related parties - include when such contracts exist
8. Bank Guarantees: Requirements for bank guarantees - include for installment payments
1. Schedule 1 - Share Details: Detailed description of shares being transferred including share certificates numbers
2. Schedule 2 - Company Information: Key company details including corporate registration numbers and share capital structure
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion
4. Schedule 4 - Warranty Schedule: Comprehensive list of warranties given by the seller
5. Schedule 5 - Disclosed Matters: List of matters disclosed against the warranties
6. Schedule 6 - Company Properties: Details of company's real estate and lease agreements
7. Schedule 7 - Material Contracts: List and details of company's material contracts
8. Appendix A - Calculation of Purchase Price: Detailed methodology for calculating the purchase price including any adjustments
9. Appendix B - Form of Resignation Letters: Template resignation letters for departing directors
10. Appendix C - Power of Attorney: Form of power of attorney for completion actions
Authors
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Danish Companies Act
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Material Contracts
Parties
Purchase Price
Purchaser
Related Persons
Relevant Period
Sale Shares
Seller
Share Capital
Shareholders
Subsidiaries
Tax
Tax Authority
Transaction Documents
Warranties
Working Capital
Business
Claims
Completion Requirements
Danish Business Authority
Due Diligence Information
Losses
Management Accounts
Permitted Encumbrances
Representatives
Share Certificates
Shareholder Loans
Working Capital Adjustment
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Tax Covenants
Share Transfer Mechanics
Representations
Further Assurance
Assignment
Notices
Force Majeure
Severability
Entire Agreement
Variation
Waiver
Costs
Third Party Rights
Announcements
Dispute Resolution
Governing Law and Jurisdiction
Shareholder Rights
Director Resignation
Power of Attorney
Restrictive Covenants
Release of Claims
Company Management
Termination
Survival
Transition Services
Data Protection
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