Shareholder Exit Agreement Template for Denmark

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Shareholder Exit Agreement

Document background
The Shareholder Exit Agreement is a crucial document used when a shareholder wishes to terminate their ownership interest in a company under Danish law. This agreement becomes necessary in various scenarios, including retirement, strategic divestment, dispute resolution, or when triggered by specific events outlined in the company's articles of association. The document serves as a comprehensive framework that ensures a structured and legally compliant exit process, protecting the interests of both the departing shareholder and the company. It must comply with Danish corporate legislation, particularly the Danish Companies Act (Selskabsloven), and includes essential elements such as share valuation methods, payment terms, warranties, and post-exit obligations. The agreement is particularly important for private companies where shares are not freely tradeable on public markets and requires careful consideration of Danish tax implications and corporate governance requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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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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