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Short Form Stock Purchase Agreement
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Brief context of the transaction and identification of the target company
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms
5. Closing: Timing and mechanics of the closing, including conditions precedent and closing deliverables
6. Seller's Representations and Warranties: Basic warranties regarding share ownership, authority to sell, and company status
7. Buyer's Representations and Warranties: Basic warranties regarding authority to purchase and funding
8. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
9. Signatures: Execution blocks for all parties
1. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
2. Non-Competition: Add when seller restrictions are required post-closing
3. Confidentiality: Include if not covered in a separate NDA
4. Break Fee: Add for transactions where deal certainty is a significant concern
5. Employee Matters: Include when specific employee-related arrangements need to be addressed
6. Pre-Closing Covenants: Add when there's a significant gap between signing and closing
7. Third Party Consents: Include when specific third-party approvals are required
8. Post-Closing Adjustments: Add when purchase price adjustments may be needed after closing
1. Schedule 1 - Share Details: Details of shares being transferred, including share certificates numbers and class of shares
2. Schedule 2 - Company Information: Basic corporate information about the target company
3. Schedule 3 - Closing Deliverables: List of documents and items to be delivered at closing
4. Schedule 4 - Form of Transfer Instruments: Templates for share transfer forms and other transfer documentation
5. Schedule 5 - Warranties: Detailed warranties if not included in main agreement
6. Appendix A - Board Resolutions: Format for required board approvals
7. Appendix B - Closing Checklist: Procedural checklist for closing actions
Authors
Business Day
Closing
Closing Date
Company
Completion
Consideration
Encumbrance
Long Stop Date
Material Adverse Change
Purchase Price
Sale Shares
Seller's Bank Account
Seller's Warranties
Signing Date
Target Company
Transaction
Transfer Documents
Articles of Association
Board
Business
Confidential Information
Danish Companies Act
Parties
Share Capital
Warranties
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Closing Mechanics
Seller Warranties
Buyer Warranties
Pre-Closing Obligations
Closing Deliverables
Transfer Restrictions
Confidentiality
Notices
Assignment
Entire Agreement
Amendments
Severability
Costs
Governing Law
Jurisdiction
Force Majeure
Third Party Rights
Further Assurance
Counterparts
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