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Shareholders Agreement Transfer Of Shares
1. Parties: Identification of all shareholders and the company, including registration numbers and addresses
2. Background: Context of the agreement, current shareholding structure, and purpose of establishing transfer provisions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpretation
4. Share Capital and Shareholders: Current share capital structure, classes of shares, and existing rights attached to shares
5. Transfer Restrictions: General restrictions on share transfers and basic transfer principles
6. Right of First Refusal: Process and terms for existing shareholders to purchase shares before they can be offered to third parties
7. Tag-Along Rights: Rights of minority shareholders to join in the sale of shares on same terms
8. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
9. Share Valuation: Methodology and process for determining share value for transfers
10. Transfer Process: Detailed procedures for executing share transfers, including documentation requirements
11. Representations and Warranties: Standard warranties regarding share ownership and authority to transfer
12. Confidentiality: Obligations regarding confidential information and trade secrets
13. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
14. Amendments and Waivers: Procedures for modifying the agreement and handling of waivers
15. Notices: Process for formal communications between parties
16. General Provisions: Miscellaneous legal provisions including severability and entire agreement clauses
1. Pre-emptive Rights for New Issues: Used when parties want to include rights for existing shareholders to maintain their percentage ownership in case of new share issues
2. Share Transfer Upon Death: Include when specific provisions for handling share transfers upon death of a shareholder are desired
3. Good Leaver/Bad Leaver Provisions: Used when shareholders are also employees/directors to handle share transfers upon termination of employment
4. Put and Call Options: Include when specific shareholders want rights to force purchase or sale of shares under certain conditions
5. Non-Compete and Non-Solicitation: Used when protection against competition from departing shareholders is needed
6. Deadlock Resolution: Include for companies with equal shareholdings to resolve management deadlocks
7. Share Pledge Restrictions: Used when restrictions on using shares as collateral are needed
8. Management Provisions: Include when the agreement needs to cover detailed management rights and obligations
1. Schedule 1: Details of the Company: Complete company information including registration details, share capital structure, and current directors
2. Schedule 2: Current Shareholding Structure: Detailed breakdown of current share ownership including share classes and numbers
3. Schedule 3: Share Valuation Methodology: Detailed procedures and formulas for calculating share values
4. Schedule 4: Transfer Notice Form: Template form for initiating share transfers
5. Schedule 5: Deed of Adherence: Template document for new shareholders to sign up to the agreement
6. Appendix A: Company Articles of Association: Current articles of association referenced in the agreement
7. Appendix B: Shareholders' Register: Copy of the current shareholders' register
8. Appendix C: Share Certificates: Copies of existing share certificates if applicable
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