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The Common Stock Purchase Agreement is a fundamental document used in Danish corporate transactions for the sale and purchase of shares in a company. This agreement is essential when transferring ownership of common stock between parties under Danish law, whether in the context of a private sale, corporate restructuring, or investment transaction. The document comprehensively addresses all aspects of the share transfer, including price, payment terms, warranties, and closing conditions, while ensuring compliance with Danish regulatory requirements, particularly the Danish Companies Act (Selskabsloven) and relevant securities regulations. It serves as both a legally binding contract and a detailed record of the transaction terms, incorporating necessary protections for all parties involved. The agreement is particularly important in the Danish context as it must reflect specific local legal requirements regarding share transfers, corporate governance, and shareholder rights.

1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and registration details

2. Background: Context of the transaction, including brief description of the company and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, share class, and price per share

5. Purchase Price: Details of the total consideration, payment method, and timing

6. Closing: Conditions precedent, closing mechanics, and timing

7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status

8. Purchaser's Warranties: Warranties regarding authority to purchase and funding availability

9. Company Warranties: Warranties about the company's business, financial condition, and operations

10. Pre-Closing Covenants: Obligations of parties between signing and closing

11. Tax Matters: Tax implications and responsibilities

12. Confidentiality: Confidentiality obligations regarding the transaction and company information

13. Announcements: Rules for public announcements about the transaction

14. Costs: Allocation of transaction costs

15. Notices: Process for formal communications between parties

16. Assignment: Restrictions on transfer of rights under the agreement

17. General Provisions: Standard boilerplate provisions including governing law and jurisdiction

18. Execution: Signature blocks and execution formalities