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Equity Transfer Agreement
1. Parties: Identification of the transferor(s) and transferee(s), including full legal names, registration numbers, and addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being transferred and the purpose of the transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred, and basic terms of transfer
5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms
6. Closing: Conditions precedent, closing mechanics, timing, and deliverables
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and company-related warranties
8. Buyer's Warranties: Basic warranties regarding authority to purchase and ability to fulfill payment obligations
9. Limitations of Liability: Limitations on warranty claims, time limits, and financial caps
10. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions
11. Costs: Allocation of transaction costs and expenses
12. Notices: Process and requirements for formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. Execution: Signature blocks and execution formalities
1. Tax Covenants: Specific tax-related provisions and allocations of tax liabilities, used when tax exposure is a significant concern
2. Non-Competition: Restrictions on seller's future competitive activities, used when seller retains industry knowledge or connections
3. Earn-out Provisions: Mechanism for additional payments based on future performance, used in transactions with contingent consideration
4. Employee Matters: Specific provisions regarding key employees or management, used when employee retention is crucial
5. Intellectual Property Rights: Specific provisions regarding IP ownership and transfer, used when IP is a significant company asset
6. Pre-Closing Covenants: Obligations between signing and closing, used when there is a split signing and closing
7. Break Fee: Provisions for compensation if the deal fails, used in higher-value transactions with significant due diligence costs
1. Share Details: Detailed description of the shares being transferred, including share certificates numbers and share class information
2. Warranties: Detailed list of warranties given by the seller regarding the company and its business
3. Company Information: Key details about the company including corporate documents, licenses, and material contracts
4. Properties: List and details of company's real estate assets, if applicable
5. Intellectual Property: Schedule of company's IP rights and registrations
6. Disclosed Matters: Information disclosed against the warranties
7. Closing Deliverables: Detailed list of documents and items to be delivered at closing
8. Form of Resignation Letters: Template resignation letters for departing directors
9. Data Room Index: Index of documents provided during due diligence
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