Short Form Stock Purchase Agreement Template for Denmark

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Short Form Stock Purchase Agreement

Document background
The Short Form Stock Purchase Agreement is specifically designed for use in Danish jurisdictions where parties seek to execute a streamlined share transfer transaction. This document is particularly suitable for small to medium-sized private company transactions, straight-forward share transfers, or situations where the parties prefer a less complex agreement structure. It incorporates key requirements under Danish corporate law while maintaining efficiency in documentation. The agreement typically includes essential elements such as share transfer terms, basic warranties, and closing mechanisms, while omitting more elaborate provisions that might be found in a full-form share purchase agreement. This version is especially useful for transactions involving Danish private limited companies (ApS) or smaller Danish public limited companies (A/S) where the transaction structure is relatively straightforward and the parties have already conducted sufficient due diligence.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Relevant Industries
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Relevant Roles
Industries
Teams

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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