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Share Buyback Agreement
1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate approvals and purpose
3. Definitions and Interpretation: Definition of key terms and interpretation rules
4. Sale and Purchase: Core terms of the buyback including number of shares, price, and completion mechanics
5. Purchase Price and Payment: Detailed payment terms, method, and timing of payment
6. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals
7. Completion: Mechanics and timing of the transfer, including documentation requirements
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
9. Company's Warranties and Authority: Company's authority to purchase and compliance with Danish Companies Act requirements
10. Tax Matters: Tax-related obligations, indemnities, and withholding requirements
11. Confidentiality: Confidentiality obligations regarding the transaction
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Market Abuse Regulation Compliance: Required for listed companies, addressing EU MAR requirements
2. Competition Clearance: Required for larger transactions subject to competition law review
3. Shareholders' Agreement Compliance: Required if existing shareholders' agreements contain relevant provisions
4. Bank Financing: Required if the buyback is financed through external lending
5. Employee Matters: Required if the selling shareholder is/was an employee
6. Share Transfer Restrictions: Required if there are specific transfer restrictions in articles of association
7. Regulatory Compliance: Required for regulated entities or sectors requiring specific approvals
1. Share Details: Details of shares being purchased including class, rights, and certificate numbers
2. Corporate Authorizations: Copies of board and shareholder resolutions approving the buyback
3. Calculation of Purchase Price: If price determination involves specific calculations or valuations
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Transfer Instruments: Template share transfer forms and other required documentation
6. Existing Encumbrances: List of any existing encumbrances to be discharged
7. Tax Calculations: Details of tax implications and calculations if complex arrangements apply
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