The Stock Repurchase Agreement is utilized when a Danish company wishes to buy back its own shares from existing shareholders, a transaction that must comply with the Danish Companies Act (Selskabsloven) and related regulations. This document is typically employed in scenarios such as implementing share buyback programs, managing excess capital, adjusting capital structure, or facilitating exit arrangements. The agreement comprehensively addresses share valuation, transfer mechanics, regulatory compliance, and tax implications under Danish law. It's particularly important for both listed and private companies, requiring careful consideration of corporate authorization requirements, financial capabilities, and shareholder rights. The document must align with Danish market practice and corporate governance standards while providing clear mechanisms for executing the share transfer and payment processes.
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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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