Share Sale And Purchase Agreement

Share Sale And Purchase Agreement Template for Denmark

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Document background

The Share Sale and Purchase Agreement is a fundamental document in corporate acquisitions under Danish law, used when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This comprehensive agreement serves as the primary transaction document, detailing all aspects of the share transfer, including purchase price, payment mechanisms, warranties, indemnities, and conditions precedent. It is particularly crucial in ensuring compliance with Danish corporate law requirements, including the Danish Companies Act (Selskabsloven) and relevant EU regulations. The document typically includes extensive schedules covering due diligence findings, company information, and completion requirements. It's essential for both private and public company transactions, though specific requirements may vary based on the target company's status and transaction size. The agreement must address specific Danish legal considerations, such as employee rights, competition law compliance, and regulatory approvals where applicable.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Purchase Price: Detailed provisions on consideration, including payment mechanics and any adjustments

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

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics and requirements for closing the transaction, including deliverables

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

10. Limitations on Seller's Liability: Restrictions and caps on warranty claims and other seller liabilities

11. Tax Covenants: Specific provisions dealing with tax matters and allocation of tax risks

12. Confidentiality: Obligations regarding transaction confidentiality and public announcements

13. Further Assurance: Obligations to take additional steps necessary to effect the transaction

14. Assignments and Transfers: Restrictions on transfer of rights and obligations under the agreement

15. Notices: Process and requirements for formal communications between parties

16. Governing Law and Jurisdiction: Danish law as governing law and jurisdiction provisions

Optional Sections

1. Earn-out: Additional consideration based on future performance, included when part of purchase price is contingent on future events

2. Non-Compete and Non-Solicitation: Restrictions on seller's future activities, included when seller could compete with target business

3. Employee Matters: Specific provisions regarding employees, included when there are significant employment considerations

4. Intellectual Property: Special IP provisions, included when IP is crucial to target business

5. Real Estate: Specific provisions for real estate owned by target company, included when real estate is material

6. Environmental Matters: Environmental warranties and indemnities, included for businesses with environmental risks

7. Data Protection: GDPR and data protection provisions, included when personal data is material to the business

8. Material Contracts: Specific provisions regarding key contracts, included when certain contracts are crucial to business value

9. Break Fee: Fee payable if transaction fails under certain circumstances, included in higher-risk transactions

10. Regulatory Compliance: Specific regulatory provisions, included for heavily regulated businesses

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries

2. Warranties: Detailed warranties about the target company, its business and assets

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

4. Intellectual Property Rights: List of all IP owned or licensed by the target company

5. Material Contracts: List and details of key commercial contracts

6. Employees: Details of employees including key terms of employment

7. Pension Schemes: Details of pension arrangements

8. Insurance Policies: Details of insurance coverage

9. Bank Accounts: Details of all bank accounts and facilities

10. Data Room Index: Index of documents disclosed during due diligence

11. Completion Deliverables: List of documents and actions required at completion

12. Form of Resignation Letters: Template resignation letters for departing directors

13. Form of Board Resolutions: Template board resolutions for completion

14. Disclosure Letter: Specific disclosures against the warranties

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Share Sale And Purchase Agreement Template for Denmark

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