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Stock Repurchase Agreement
1. Parties: Identification of the company purchasing its own shares and the selling shareholder(s)
2. Background: Context of the repurchase, including corporate authorizations and compliance with Danish Companies Act
3. Definitions: Key terms used throughout the agreement, including Share definitions, Completion Date, and Purchase Price
4. Subject Matter of Sale: Details of the shares being repurchased, including number, class, and nominal value
5. Purchase Price: Agreed price per share and total consideration, including calculation method
6. Completion: Timing and mechanics of the transfer, including delivery of share certificates or electronic transfer
7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Representations regarding authority to purchase and compliance with Danish law
9. Tax Provisions: Treatment of tax implications and responsibilities
10. Confidentiality: Obligations regarding non-disclosure of agreement terms
11. Governing Law and Jurisdiction: Specification of Danish law and jurisdiction for disputes
1. Market Abuse Provisions: Required for listed companies, addressing compliance with EU Market Abuse Regulation
2. Shareholders' Agreement Compliance: Required if existing shareholders' agreements affect the repurchase
3. Multiple Sellers Provisions: Required when multiple shareholders are selling shares
4. Conditions Precedent: Required when completion is subject to specific conditions like regulatory approvals
5. Tag-Along Rights: Required when other shareholders have pre-existing tag-along rights
6. Escrow Arrangements: Optional section for cases where part of the purchase price is held in escrow
7. Pre-Completion Covenants: Required when there's a gap between signing and completion
1. Share Details: Detailed description of shares including share certificates numbers and shareholding history
2. Calculation of Purchase Price: Detailed methodology and calculations for determining the share price
3. Corporate Authorizations: Copies of board resolutions and shareholder approvals
4. Form of Transfer Instruments: Template documents for executing the share transfer
5. Seller's Bank Details: Payment instructions and account information
6. Tax Clearance Certificates: If required by Danish tax authorities
7. Regulatory Filings: Copies of necessary notifications to Danish authorities
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