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Shareholder Exit Agreement
1. Parties: Identification of all parties to the agreement, including the exiting shareholder(s), remaining shareholders, and the company
2. Background: Context of the agreement, including current shareholding structure and reason for exit
3. Definitions: Definitions of key terms used throughout the agreement
4. Exit Events: Detailed description of circumstances triggering the exit provisions
5. Valuation Mechanism: Method for determining the fair value of shares, including appointment of valuers if required
6. Purchase Price and Payment Terms: Details of consideration, payment structure, and timing
7. Transfer Process: Step-by-step procedure for executing the share transfer
8. Representations and Warranties: Standard representations from both exiting and remaining shareholders
9. Confidentiality: Obligations regarding confidential information
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
13. Execution: Signature blocks and execution requirements
1. Non-Compete Provisions: Restrictions on exiting shareholder's future business activities - include when exiting shareholder has been actively involved in operations
2. Earn-out Mechanism: Structure for additional payments based on future performance - include when part of purchase price is contingent on future events
3. Drag-Along Rights: Rights forcing minority shareholders to join in sale - include in cases with multiple shareholders
4. Tag-Along Rights: Rights allowing minority shareholders to join in sale - include in cases with multiple shareholders
5. Intellectual Property Rights: Special provisions for IP owned by exiting shareholder - include when relevant to business operations
6. Continuing Obligations: Ongoing responsibilities of exiting shareholder - include when relevant to business continuity
7. Employee Matters: Provisions regarding staff if exiting shareholder is also an employee
8. Dispute Resolution: Alternative dispute resolution procedures - include when parties prefer arbitration over court proceedings
1. Schedule 1 - Share Capital Structure: Current shareholding structure and share classes
2. Schedule 2 - Valuation Methodology: Detailed explanation of valuation process and formulae
3. Schedule 3 - Form of Transfer Documentation: Template share transfer forms and other required documentation
4. Schedule 4 - Completion Checklist: List of actions required to complete the exit
5. Schedule 5 - Warranties: Detailed warranties given by exiting shareholder
6. Appendix A - Company Information: Key company details and financial information
7. Appendix B - Required Regulatory Approvals: List of necessary regulatory or third-party consents
8. Appendix C - Existing Shareholder Agreements: Summary of relevant provisions from existing agreements
Authors
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Default Event
Drag-Along Notice
Drag-Along Right
Encumbrance
Exit Event
Exit Notice
Fair Market Value
Financial Year
General Meeting
Group
Independent Valuer
Intellectual Property Rights
Material Adverse Change
Notice
Parties
Purchase Price
Remaining Shareholders
Sale Shares
Selskabsloven
Share Capital
Shareholder Loans
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transfer
Transfer Date
Valuation Date
Valuation Method
Warranties
Working Day
Share Transfer
Purchase Price
Payment Terms
Valuation
Exit Events
Exit Process
Completion Requirements
Warranties and Representations
Drag-Along Rights
Tag-Along Rights
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Tax Covenants
Intellectual Property
Board Composition
Voting Rights
Share Rights
Pre-emptive Rights
Transfer Restrictions
Default Events
Dispute Resolution
Governing Law
Jurisdiction
Force Majeure
Notices
Amendment
Assignment
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Further Assurance
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