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Purchase Of Shares Agreement Template for Denmark

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Purchase Of Shares Agreement

Document background
The Purchase Of Shares Agreement is a crucial document used in corporate acquisitions and sales transactions under Danish law. It is typically employed when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement serves multiple purposes: it documents the exact terms of the transaction, establishes the rights and obligations of all parties, provides necessary warranties and indemnities, and ensures compliance with Danish regulatory requirements. This document is particularly important as it needs to address specific requirements under Danish corporate law, including the Danish Companies Act (Selskabsloven) and relevant securities regulations. The agreement typically includes detailed provisions about the transfer process, purchase price calculations, conditions precedent, and post-completion obligations, making it essential for both private and public company transactions in Denmark.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

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Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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