Equity Buyout Agreement

Equity Buyout Agreement Template for Denmark

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Document background

The Equity Buyout Agreement is a crucial document used in Danish corporate transactions when one party wishes to acquire the equity shares of a company from existing shareholders. This comprehensive agreement, governed by Danish law, particularly the Companies Act (Selskabsloven), serves as the primary transaction document in share acquisitions. It contains detailed provisions covering purchase price mechanisms, representations and warranties, conditions precedent, and post-closing obligations. The agreement is essential for both domestic and cross-border transactions involving Danish entities, ensuring proper transfer of ownership while protecting both buyers' and sellers' interests through carefully structured clauses and compliance with Danish regulatory requirements.

Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and registration details

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

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms, including description of shares being sold and purchase commitment

5. Purchase Price: Details of the purchase price, including any adjustments and payment mechanisms

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

7. Seller's Representations and Warranties: Comprehensive warranties about the company, shares, and seller's capacity

8. Buyer's Representations and Warranties: Warranties about buyer's capacity and ability to complete the transaction

9. Pre-Closing Covenants: Obligations of parties between signing and closing, including conduct of business

10. Post-Closing Covenants: Ongoing obligations after closing, including non-compete and confidentiality

11. Indemnification: Compensation mechanisms for breach of warranties or other obligations

12. Confidentiality: Obligations regarding transaction and company information confidentiality

13. Announcements: Rules for public announcements and press releases

14. Notices: Process and details for formal communications between parties

15. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction for disputes

16. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Seller Financing: Include when part of purchase price is paid through seller financing or installments

2. Employee Matters: Include when specific arrangements for key employees or management are part of transaction

3. Tax Matters: Include when specific tax arrangements or indemnities are required

4. Intellectual Property: Include when IP assets are significant part of transaction value

5. Real Estate: Include when company owns significant real estate assets

6. Environmental Matters: Include when company has significant environmental risks or obligations

7. Transition Services: Include when seller will provide post-closing services

8. Earn-out Provisions: Include when purchase price includes performance-based payments

Suggested Schedules

1. Schedule 1 - Company Information: Detailed corporate information including shareholding structure

2. Schedule 2 - Shares Information: Details of shares being transferred including share certificates

3. Schedule 3 - Warranties: Detailed warranties and any qualifications or disclosures

4. Schedule 4 - Properties: List and details of all company properties

5. Schedule 5 - Intellectual Property: List of all IP rights owned or licensed by company

6. Schedule 6 - Material Contracts: List and summaries of key contracts

7. Schedule 7 - Employee Information: Details of employees, benefits, and employment agreements

8. Schedule 8 - Closing Deliverables: List of all documents and items to be delivered at closing

9. Schedule 9 - Purchase Price Adjustment: Detailed mechanics for any purchase price adjustments

10. Appendix A - Closing Minutes: Form of closing minutes and proceedings

11. Appendix B - Share Transfer Forms: Forms for executing share transfer

12. Appendix C - Resignation Letters: Template resignation letters for departing directors

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