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Stock Sale Agreement
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the sale
6. Pre-Completion Obligations: Obligations of parties between signing and completion
7. Completion: Mechanics of closing the transaction, including timing and delivery requirements
8. Seller's Warranties: Representations and warranties regarding the shares and the company
9. Buyer's Warranties: Representations and warranties from the buyer, including capacity to purchase
10. Limitations on Liability: Limitations on the parties' liability under the warranties and indemnities
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
15. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Used when minority shareholders need protection to join in sale on same terms
2. Drag-Along Rights: Used when majority shareholders need right to force minorities to join in sale
3. Non-Competition: Include when seller needs to be restricted from competing post-sale
4. Earn-Out Provisions: Used when part of purchase price is contingent on future performance
5. Employee Matters: Include when specific arrangements for key employees are part of the transaction
6. Tax Covenant: Detailed tax-related warranties and indemnities, used in larger transactions
7. Break Fee: Include when parties want to specify compensation for failed transaction
8. Transitional Services: Used when seller will provide services to company post-completion
1. Share Details: Details of shares being sold including share certificates and shareholder information
2. Warranties: Detailed warranties about the company and its business
3. Company Information: Key details about the company including corporate documents and structure
4. Properties: Details of company's real estate holdings and leases
5. Intellectual Property: List of company's IP rights and registrations
6. Material Contracts: List and details of company's important contracts
7. Employees: Information about key employees and employment terms
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Data Room Index: Index of due diligence materials provided
10. Disclosed Matters: Specific disclosures against warranties
Authors
Articles of Association
Board
Business Day
Buyer
Claim
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Party/Parties
Purchase Price
Related Persons
Sale Shares
Seller
Seller's Bank Account
Seller's Knowledge
Seller's Warranties
Shareholders' Agreement
Signing Date
Subsidiary
Tax
Tax Authority
Third Party
Transaction Documents
Transfer
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller's Warranties
Buyer's Warranties
Limitations on Liability
Tax Covenants
Indemnification
Non-Competition
Confidentiality
Public Announcements
Data Protection
Further Assurance
Assignment
Costs
Notices
Entire Agreement
Amendments
Severability
Waiver
Third Party Rights
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
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