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Transfer Of Shares Agreement
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including company details and reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including specific actions required
6. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares
7. Buyer's Warranties: Basic warranties regarding authority and capacity to purchase
8. Pre-Completion Obligations: Obligations of both parties between signing and completion
9. Confidentiality: Provisions regarding confidential treatment of the transaction and company information
10. Notices: Process for serving formal notices under the agreement
11. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Purchase Price Adjustment: Mechanisms for adjusting the purchase price based on completion accounts or other criteria
2. Tax Covenants: Specific tax-related warranties and indemnities, used for larger or more complex transactions
3. Non-Competition: Restrictions on seller's future competitive activities, typically used when seller has significant know-how
4. Employee Matters: Specific provisions regarding key employees or management, relevant when retention is critical
5. Intellectual Property: Additional provisions regarding IP rights, important when company has significant IP assets
6. Break Fee: Provisions for compensation if either party fails to complete, used in higher-value transactions
7. Earn-out Provisions: Structure for additional payments based on future performance, used when parties cannot agree on current valuation
1. Share Details: Detailed description of the shares being transferred, including share certificates numbers and class
2. Completion Requirements: Checklist of documents and actions required for completion
3. Warranties: Detailed list of warranties given by the seller
4. Company Information: Key details about the company including corporate structure and financial information
5. Encumbrances: List of any existing encumbrances on the shares
6. Board Resolutions: Required corporate approvals and resolutions
7. Disclosure Letter: Seller's disclosures against the warranties
Authors
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Danish Companies Act
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Party/Parties
Purchase Price
Related Persons
Relevant Authority
Seller
Shares
Share Certificates
Signing Date
Subsidiaries
Tax
Transaction
Transfer Date
Warranties
Working Hours
Board of Directors
Articles of Association
Share Register
Shareholder Register
Outstanding Liabilities
Due Diligence Materials
Permitted Encumbrances
Business
Accounts
Management Accounts
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Covenants
Indemnities
Limitations on Liability
Confidentiality
Non-Competition
Non-Solicitation
Assignment
Notices
Further Assurance
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Force Majeure
Announcements
Data Protection
Governing Law
Jurisdiction
Dispute Resolution
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