Sales Of Shares Agreement

Sales Of Shares Agreement Template for Denmark

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Document background

The Sales Of Shares Agreement is a crucial document used in corporate transactions under Danish jurisdiction when transferring ownership of company shares from one party to another. It is primarily utilized in mergers and acquisitions, corporate restructuring, or when investors are selling their stake in a business. The agreement must comply with Danish corporate law requirements, including the Danish Companies Act and relevant EU regulations. This document typically includes detailed provisions about the transaction structure, warranties about the company's condition, indemnities, completion mechanics, and post-completion obligations. It's essential for protecting both parties' interests and ensuring a smooth transfer of ownership while addressing potential risks and liabilities.

Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses

2. Background: Context of the transaction, including brief description of the company and reason for the sale

3. Definitions: Definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing

6. Completion: Requirements and mechanics for closing the transaction

7. Seller's Warranties: Standard warranties regarding share ownership, company status, and business operations

8. Buyer's Warranties: Basic warranties from the buyer regarding authority to enter into the agreement and financial capacity

9. Pre-Completion Obligations: Obligations of both parties between signing and completion

10. Confidentiality: Provisions regarding confidential treatment of transaction information

11. Announcements: Rules for making public announcements about the transaction

12. Costs: Allocation of transaction costs between parties

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Price Adjustment: Include when purchase price may be adjusted based on completion accounts or other mechanisms

2. Non-Competition: Include when seller needs to be restricted from competing with the business post-sale

3. Tax Covenants: Include for complex transactions with specific tax implications or indemnities

4. Employee Matters: Include when there are specific arrangements or warranties regarding employees

5. Intellectual Property: Include when IP assets are material to the transaction

6. Real Estate: Include when company owns significant real estate assets

7. Data Protection: Include when significant personal data processing is involved

8. Earn-out Provisions: Include when part of purchase price is contingent on future performance

9. Break Fee: Include when there's agreement on compensation if either party terminates the transaction

Suggested Schedules

1. Share Details: Details of shares being transferred including share certificates and company ownership structure

2. Completion Requirements: Detailed list of documents and actions required for completion

3. Warranties: Detailed warranties given by the seller regarding the company and its business

4. Disclosed Documents: List of documents disclosed against the warranties

5. Properties: Details of any real estate owned or leased by the company

6. Intellectual Property Rights: List of all IP rights owned or licensed by the company

7. Material Contracts: List of important contracts to which the company is party

8. Employee Information: Details of employees and their employment terms

9. Company Accounts: Recent financial statements and management accounts

10. Completion Accounts: Format and principles for preparation of completion accounts if relevant

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