Sale Of Shares Agreement

Sale Of Shares Agreement Template for Denmark

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Document background

The Sale Of Shares Agreement is a crucial document in Danish corporate transactions, used when transferring ownership of company shares between parties. It is particularly important in mergers and acquisitions, corporate restructuring, and investment transactions under Danish law. The agreement must comply with the Danish Companies Act (Selskabsloven) and other relevant legislation, while addressing key aspects such as share transfer mechanics, warranties, indemnities, and conditions precedent. This document is essential for both private and public company transactions, though requirements may vary depending on the company type and transaction size. The agreement serves to protect both buyers and sellers by clearly defining their rights, obligations, and the process for completing the share transfer.

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 brief 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 description of shares being sold and purchase price

5. Purchase Price and Payment: Detailed payment terms, including payment method, currency, and timing

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion

8. Completion: Mechanics of the completion process, including timing, location, and deliverables

9. Warranties: Seller's warranties regarding the shares and target company

10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

11. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter into the agreement

12. Tax Covenants: Specific provisions relating to tax matters and allocations

13. Confidentiality: Obligations regarding confidential information

14. Announcements: Rules for public announcements about the transaction

15. Governing Law and Jurisdiction: Choice of Danish law and jurisdiction provisions

16. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Vendor Financing: Include when seller is providing financing for part of the purchase price

3. Non-Competition: Restrictions on seller's future competitive activities, if required

4. Employee Matters: Specific provisions regarding key employees or management

5. Intellectual Property: Special provisions for companies where IP is a crucial asset

6. Real Estate: Special provisions for companies with significant real estate assets

7. Environmental Matters: For companies with environmental risks or obligations

8. Transitional Services: When seller will provide services to target company post-completion

9. Break Fee: Provisions for payment if deal fails under specific circumstances

10. Tag-Along/Drag-Along Rights: For partial share sales where ongoing shareholder relationships need regulation

Suggested Schedules

1. Share Details: Detailed description of shares being transferred including share certificates

2. Target Company Information: Details of the target company including corporate information

3. Warranties: Detailed warranties about the company, often extensive

4. Disclosed Documents: List of documents disclosed against the warranties

5. Properties: Details of real estate owned or leased by the target company

6. Intellectual Property: List of IP rights owned by the target company

7. Material Contracts: List and details of important contracts

8. Employees: Information about employees and their terms of employment

9. Completion Deliverables: List of documents and items to be delivered at completion

10. Data Room Index: Index of documents provided in due diligence

11. Accounts: Recent financial statements of the target company

12. Bank Details: Payment instructions for the purchase price

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