Stock Buyback Agreement

Stock Buyback Agreement Template for Denmark

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Document background

The Stock Buyback Agreement is a crucial document used when a company decides to repurchase its own shares from existing shareholders, a common corporate action for capital management, share price support, or excess cash utilization. Under Danish law, such agreements must comply with specific requirements of the Companies Act (Selskabsloven), particularly sections 196-201 regarding acquisition of own shares. The document becomes necessary when a company has obtained necessary corporate approvals and wishes to formalize the share repurchase transaction. It includes detailed provisions on purchase price, transfer mechanics, warranties, and regulatory compliance. For listed companies, additional considerations include EU Market Abuse Regulations and Nasdaq Copenhagen rules. The agreement serves as both a legal record of the transaction and a compliance tool, ensuring the share buyback meets all regulatory requirements while protecting both the company's and shareholders' interests.

Suggested Sections

1. Parties: Identification of the company and the selling shareholder(s)

2. Background: Context of the buyback, including corporate authority and purpose of the share repurchase

3. Definitions: Key terms used throughout the agreement, including Share Price, Completion Date, and Encumbrances

4. Subject Matter of Sale: Details of shares to be repurchased, including number, class, and nominal value

5. Purchase Price: Agreed price per share and total consideration, payment terms and mechanics

6. Conditions Precedent: Required approvals, including board/shareholder resolutions and regulatory clearances

7. Completion: Mechanics and timing of the transfer, including delivery of share certificates or electronic transfer procedures

8. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

9. Company's Warranties and Undertakings: Confirmations regarding corporate authority and compliance with Danish Companies Act

10. Tax Matters: Treatment of withholding tax and responsibility for transfer taxes

11. Confidentiality: Obligations regarding non-disclosure of agreement terms

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction for disputes

Optional Sections

1. Market Abuse Regulation Compliance: Required for listed companies, detailing compliance with EU market abuse regulations

2. Stock Exchange Notifications: Required for listed companies, covering disclosure obligations under Nasdaq Copenhagen rules

3. Tag-Along Rights: Include when certain shareholders have pre-existing tag-along rights that need to be addressed

4. Regulatory Approvals: Required when the buyback needs specific regulatory clearances beyond standard corporate approvals

5. Share Class Provisions: Include when dealing with multiple share classes or specific share class rights

6. Escrow Arrangements: Include when payment or shares need to be held in escrow

7. Pre-Completion Covenants: Include when there's a significant gap between signing and completion

Suggested Schedules

1. Schedule 1 - Share Details: Detailed description of shares including share certificates numbers and shareholding history

2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion

3. Schedule 3 - Form of Transfer Instrument: Template for share transfer documentation

4. Schedule 4 - Board Resolution: Copy of board resolution authorizing the share buyback

5. Schedule 5 - Calculation of Purchase Price: If applicable, detailed calculation methodology for share price

6. Schedule 6 - Warranty Limitations: Detailed limitations on warranties given by the seller

7. Schedule 7 - Regulatory Filings: Copies of required regulatory notifications and filings

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