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Shareholder Agreement Transfer Of Shares
1. Parties: Identification of all parties to the agreement, including transferor(s), transferee(s), and the company
2. Background: Context of the agreement, including current shareholding structure and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject of Transfer: Details of shares being transferred, including number, class, and nominal value
5. Purchase Price: Agreed purchase price for the shares and payment terms
6. Completion: Process and requirements for completing the transfer, including timing and deliverables
7. Representations and Warranties: Warranties from seller regarding ownership, authority to sell, and share status
8. Board Approval: Confirmation of required board approvals and compliance with company's articles
9. Transfer Restrictions: Any continuing restrictions on further transfer of shares
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes
13. Entire Agreement: Standard boilerplate confirming this is the complete agreement
14. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Include when existing shareholders should have the right to join in the sale
2. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in a sale
3. Non-Competition: Include when selling shareholders should be restricted from competing
4. Shareholders' Agreement Accession: Include when transferee needs to accede to an existing shareholders' agreement
5. Pre-emption Rights: Include when other shareholders should have first right to purchase shares
6. Special Voting Rights: Include when transfer involves shares with special voting rights
7. Tax Provisions: Include specific tax-related provisions when transfer has significant tax implications
8. Management Provisions: Include when transfer affects management rights or board representation
1. Share Details: Detailed description of shares being transferred including share certificates numbers
2. Completion Checklist: List of all documents and actions required for completion
3. Company Information: Key company details including registration number, registered office, and share capital
4. Existing Shareholders' Agreement: Copy or summary of existing shareholders' agreement if relevant
5. Board Resolution: Copy of board resolution approving the transfer
6. Valuation Report: If applicable, independent valuation of shares being transferred
7. Share Certificate Forms: Forms for cancellation of old and issuance of new share certificates
8. Transfer Notice: Form of transfer notice to be given to the company
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