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Shareholders Agreement And Share Purchase Agreement
1. Parties: Identification of all parties to the agreement including sellers, purchasers, and continuing shareholders
2. Background: Context of the transaction and current company structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core terms of the share purchase including number of shares, price, and payment terms
5. Completion: Details of the completion process, timing, and deliverables
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Warranties and Representations: Warranties given by sellers and purchasers
8. Share Capital and Shareholders: Current and post-completion shareholding structure
9. Management and Board Composition: Governance structure and appointment rights
10. Shareholders' Rights and Obligations: Key rights and obligations of shareholders including voting rights
11. Transfer Restrictions: Restrictions on transfer of shares including right of first refusal and tag-along rights
12. Reserved Matters: Decisions requiring special majority or unanimous consent
13. Dividend Policy: Agreement on distribution of profits
14. Information Rights: Shareholders' rights to company information and financial reports
15. Confidentiality: Obligations regarding confidential information
16. Term and Termination: Duration of the agreement and termination provisions
17. Dispute Resolution: Procedures for resolving disputes
18. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction
19. General Provisions: Standard boilerplate clauses including notices and amendments
1. Anti-dilution Protection: Protection for shareholders against dilution in future share issues
2. Drag-along Rights: Right of majority shareholders to force minority shareholders to join in sale
3. Non-compete and Non-solicitation: Restrictions on competitive activities and employee solicitation
4. Intellectual Property Rights: Specific provisions regarding IP ownership and licensing if relevant to the business
5. Employee Share Schemes: Provisions for employee share ownership programs
6. Dead-lock Resolution: Procedures for resolving management deadlocks in 50/50 ownership situations
7. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
8. Strategic Decisions: Special provisions for specific strategic business decisions
9. Pre-emption Rights on New Issues: Rights of existing shareholders to participate in new share issues
1. Schedule 1 - Details of the Company: Company information including registration details, share capital, and current directors
2. Schedule 2 - Share Capital and Shareholders: Detailed breakdown of shareholding before and after completion
3. Schedule 3 - Warranties: Detailed warranties given by the sellers
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Reserved Matters: Comprehensive list of matters requiring special approval
6. Schedule 6 - Board Procedures: Detailed procedures for board meetings and decision-making
7. Schedule 7 - Business Plan: Initial business plan and strategy
8. Schedule 8 - Deed of Adherence: Form of deed for new shareholders joining the agreement
9. Schedule 9 - Company's Financial Statements: Latest financial statements and management accounts
10. Schedule 10 - Disclosed Documents: List of documents disclosed against the warranties
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