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Sale Of Shares Contract
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of both parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares and the target company
9. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
11. Tax Covenant: Specific provisions relating to tax liabilities and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Provisions regarding public announcements about the transaction
14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
15. Assignment: Restrictions on assignment of rights under the agreement
16. Notices: Process for serving notices under the agreement
17. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future competitive activities - include when selling shares of an operating business
2. Employee Matters: Specific provisions regarding key employees - include when retention of specific employees is crucial
3. Intellectual Property Rights: Special provisions for IP protection - include when IP is a significant company asset
4. Data Protection: Specific GDPR compliance provisions - include when personal data is a significant aspect
5. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
6. Bank Guarantees: Requirements for bank guarantees - include when payment security is required
7. Break Fee: Provisions for payment if deal fails - include in larger transactions with significant due diligence costs
8. Management Agreements: Provisions regarding ongoing management - include when key managers are selling shareholders
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties regarding the company, business, and assets
3. Properties: Details of all real estate owned or leased by the target company
4. Intellectual Property: List of all IP rights owned or licensed by the target company
5. Material Contracts: Summary of key commercial contracts
6. Employees: Details of employees and their terms of employment
7. Completion Obligations: Detailed list of documents to be delivered at completion
8. Permitted Leakage: List of permitted value extractions in locked box deals
9. Data Room Index: Index of due diligence materials provided
10. Disclosed Documents: List of documents disclosed against the warranties
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