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Stock Assignment Agreement
1. Parties: Identification of the Assignor and Assignee, including full legal names, registration numbers, and addresses
2. Background: Context of the assignment, including details about the company whose shares are being transferred and the reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, and nominal value
5. Purchase Price and Payment: Specification of the consideration for the shares and payment terms
6. Closing and Transfer Mechanics: Process and timing for completing the transfer, including registration requirements
7. Representations and Warranties of Assignor: Assignor's confirmations regarding ownership, authority to sell, and status of the shares
8. Representations and Warranties of Assignee: Assignee's confirmations regarding authority to purchase and compliance with relevant laws
9. Conditions Precedent: Any conditions that must be satisfied before the transfer becomes effective
10. Tax Matters: Allocation of responsibility for taxes arising from the transfer
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Include when existing shareholders have rights to participate in the transfer
2. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join the transfer
3. Board Approval: Include when transfer requires specific board approval process
4. Regulatory Approvals: Include when transfer requires regulatory clearances
5. Non-Competition: Include when assignor needs to be restricted from competing post-transfer
6. Confidentiality: Include when specific confidentiality provisions are needed beyond standard terms
7. Share Encumbrances: Include when shares are subject to any liens or encumbrances requiring special treatment
8. Survival of Obligations: Include when certain obligations need to survive completion of the transfer
1. Share Certificate Details: Copy of share certificates or detailed description of electronic registration
2. Company Information: Extract from the Danish Business Authority showing current ownership and share capital
3. Calculation of Purchase Price: If price is based on a formula or specific calculations
4. Required Consents: Copies of any required third-party or regulatory consents
5. Board Resolution: Copy of board resolution approving the transfer (if required)
6. Shareholders' Resolution: Copy of shareholders' resolution if required under articles of association
7. Due Diligence Findings: Summary of any due diligence affecting the transfer terms
8. Transfer Notice Forms: Forms required for registration with Danish Business Authority
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