Shareholder Purchase Agreement

Shareholder Purchase Agreement Template for Denmark

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Document background

The Shareholder Purchase Agreement is a crucial document used in Danish corporate transactions to facilitate the transfer of company ownership through share sales. It is primarily used when one or more shareholders wish to sell their ownership stake to new investors or existing shareholders. The agreement, governed by Danish law, must comply with the Danish Companies Act (Selskabsloven) and related regulations. It typically includes detailed provisions on purchase price determination, payment mechanisms, warranties about the company's condition, indemnities, and specific conditions that must be met before the transaction can complete. This document is essential for both private and public company transactions in Denmark, though the complexity and specific requirements may vary depending on the size of the transaction and the nature of the target company. The agreement serves to protect both buyers' and sellers' interests while ensuring legal compliance and proper documentation of the ownership transfer.

Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and the target company, including their 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: Definitions of key terms used throughout the agreement and rules of interpretation

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

5. Purchase Price and Payment: Detailed terms of consideration, payment method, 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, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

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

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public announcements about the transaction

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions 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. Employee Matters: Required when specific arrangements for key employees or general workforce need to be addressed

3. Non-competition and Non-solicitation: Include when restrictions on seller's future activities are required

4. Intellectual Property Rights: Detailed section needed when IP is a significant asset of the target company

5. Real Estate Matters: Required when the target company has significant real estate holdings

6. Environmental Matters: Include when target company has significant environmental risks or obligations

7. Data Protection: Detailed section needed when significant personal data processing is involved

8. Regulatory Compliance: Required when specific regulatory requirements apply to the transaction

9. Break Fee: Include when parties agree to compensation if transaction fails under specific circumstances

Suggested Schedules

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

2. Warranties: Detailed warranties given by the seller

3. Properties: List and details of real estate owned or leased by the target company

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

5. Material Contracts: Summary of key contracts binding the target company

6. Employees: List of employees and their key employment terms

7. Completion Obligations: Detailed list of documents and actions required at completion

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

9. Financial Statements: Recent financial statements of the target company

10. Tax Computations: Relevant tax calculations and allocations

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