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Purchase 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 description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including details of shares being sold and purchase obligation
5. Purchase Price: Specification of purchase price, payment method, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the company, shares, and business
10. Limitations on Seller's Liability: Limitations on warranty claims and general liability
11. Tax Covenants: Specific tax-related warranties and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Further Assurance: Obligations to take further actions necessary to effect the transaction
15. Assignment: Restrictions on assignment of rights under the agreement
16. Notices: Process for giving formal notices under the agreement
17. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction for disputes
1. Seller Financing: Terms of any deferred payment or seller financing arrangements
2. Non-Competition: Restrictions on seller's competitive activities post-completion
3. Employee Matters: Specific provisions regarding key employees or employee arrangements
4. Intellectual Property: Special provisions for protection and transfer of IP rights
5. Real Estate: Specific provisions regarding company's real estate assets
6. Environmental Matters: Specific provisions regarding environmental liabilities and compliance
7. Data Protection: Provisions addressing GDPR and data protection requirements
8. Bank Financing: Provisions relating to third-party financing arrangements
9. Earn-out Provisions: Structure and mechanics of any earn-out arrangement
1. Details of the Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties given by the seller
3. Properties: Details of real estate owned or leased by the company
4. Intellectual Property Rights: List of IP rights owned or licensed by the company
5. Material Contracts: Summary of key commercial contracts
6. Employees: Details of employees and their terms of employment
7. Completion Obligations: Detailed list of completion deliverables
8. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals
9. Data Room Index: Index of due diligence materials provided
10. Completion Accounts Principles: Accounting principles for completion accounts if applicable
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