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Shares Agreement
1. Parties: Identification of all parties to the agreement, including full legal names and registration details
2. Background: Context of the transaction, including description of the company and purpose of the share transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, share class, and price
5. Purchase Price: Detailed terms of payment, including payment method, timing, and any adjustments
6. Completion: Process and requirements for completing the share transfer
7. Seller's Warranties: Warranties given by the seller regarding the shares and the company
8. Buyer's Warranties: Warranties given by the buyer, including capacity to purchase
9. Pre-Completion Obligations: Actions required before completion of the share transfer
10. Post-Completion Obligations: Actions required after completion of the share transfer
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. Notices: Process for giving formal notices under the agreement
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
15. Execution: Signature blocks and execution formalities
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Security for Obligations: Include when there are specific security arrangements for payment obligations
3. Tax Covenants: Detailed tax-related provisions, used in larger transactions
4. Non-Competition: Restrictions on seller's future competitive activities, relevant for private companies
5. Shareholders' Rights: Special rights attached to shares, used when not all shares are being transferred
6. Board Composition: Used when the transaction affects board representation rights
7. Regulatory Approvals: Required for transactions needing regulatory clearance
8. Break Fee: Include when there's an agreement on fees if the transaction fails
9. Drag Along/Tag Along Rights: Used in private companies with multiple shareholders
1. Share Details: Detailed description of shares being transferred including share certificates
2. Company Information: Key details about the company including corporate documents
3. Warranties: Detailed list of warranties given by the seller
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Financial Statements: Recent financial statements of the company
7. Material Contracts: List and copies of material contracts affecting the company
8. Intellectual Property: Details of company's IP rights and registrations
9. Properties: Details of company's real estate assets if relevant
10. Employee Information: Key employment agreements and arrangements
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