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Shareholder Support Agreement
1. Parties: Identification of all parties to the agreement, including the supporting shareholders and the beneficiary company/parties
2. Background: Context of the agreement, including relevant corporate structure and purpose of the support arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Support Obligations: Core commitments and obligations of the supporting shareholders
5. Voting Undertakings: Specific undertakings regarding voting rights and how they should be exercised
6. Transfer Restrictions: Limitations on the transfer of shares during the support period
7. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
8. Representations and Warranties: Standard confirmations about capacity, authority, and ownership of shares
9. Confidentiality: Obligations regarding the treatment of confidential information
10. Notices: Process and requirements for formal communications between parties
11. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Specific Transaction Support: Used when the support is tied to a specific transaction or corporate action
2. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
3. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
4. Standstill Provisions: Used when parties need to be restricted from acquiring additional shares or making hostile actions
5. Break Fees: Include when there are penalties for breaking support obligations
6. Public Announcements: Required for listed companies or when public communications need to be controlled
7. Competition Law Compliance: Include when the agreement might have competition law implications
8. Step-In Rights: Used when certain parties need the right to take over obligations in specific circumstances
1. Schedule 1 - Details of Supporting Shareholders: List of all supporting shareholders with their shareholding details
2. Schedule 2 - Form of Deed of Adherence: Standard form for new parties to accede to the agreement
3. Schedule 3 - Relevant Shares: Detailed description of shares subject to the support agreement
4. Schedule 4 - Voting Procedures: Detailed procedures for exercising voting rights
5. Schedule 5 - Permitted Transfers: List of circumstances under which share transfers are permitted
6. Appendix A - Board Resolutions: Copies of relevant board resolutions approving the agreement
7. Appendix B - Power of Attorney: Standard form of power of attorney for voting rights
8. Appendix C - Communication Templates: Standard forms for notices and other communications
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