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Agreement For Sale And Purchase Of Shares

Agreement For Sale And Purchase Of Shares Template for Denmark

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Agreement For Sale And Purchase Of Shares

I need an Agreement For Sale And Purchase Of Shares under Danish law for the acquisition of a technology company, where the buyer is acquiring 100% of shares from multiple shareholders, with completion planned for March 2025 and including earn-out provisions based on revenue targets.

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Document background
The Agreement For Sale And Purchase Of Shares is a crucial document used in corporate transactions under Danish law when transferring ownership of company shares. It is typically employed in both private and public company acquisitions, mergers, and corporate restructurings. The agreement must comply with the Danish Companies Act (Selskabsloven) and other relevant Danish legislation, making it essential for any share transfer in Denmark. It contains detailed provisions covering purchase price mechanisms, warranties, indemnities, pre-completion obligations, and completion mechanics. The document is particularly important as it provides legal certainty for both parties and addresses specific Danish legal requirements regarding share transfers, corporate governance, and regulatory compliance. It serves as the primary transaction document and often references numerous schedules and ancillary agreements that form part of the overall transaction structure.
Suggested Sections

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

2. Background: Context of the transaction and brief description of the target company

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

8. Warranties: Standard warranties given by the seller regarding the shares and the company

9. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps

10. Tax Covenants: Specific provisions regarding tax matters and allocations

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. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

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

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities

3. Transitional Services: Needed when seller will provide services post-completion

4. Employee Matters: Important when specific arrangements for key employees are required

5. Intellectual Property Rights: Detailed IP provisions when IP is a key asset

6. Data Protection: Required when significant personal data is involved in the transaction

7. Environmental Matters: Important for companies with environmental risks or obligations

8. Real Estate: Required when company owns or leases significant real estate

9. Bank Financing: Needed when purchase is dependent on external financing

10. Regulatory Compliance: Required for regulated industries or when specific permits are crucial

Suggested Schedules

1. Details of the Company: Complete corporate information including registration numbers and share capital structure

2. Warranties: Detailed list of seller's warranties about the company and business

3. Properties: List of all real estate owned or leased by the company

4. Intellectual Property: Schedule of all IP rights owned or licensed by the company

5. Material Contracts: List of all important contracts the company is party to

6. Employees: Details of key employees and their terms of employment

7. Completion Deliverables: List of all documents and items to be delivered at completion

8. Disclosed Documents: Index of documents disclosed against the warranties

9. Permitted Leakage: List of permitted value extractions in locked box transactions

10. Required Consents: List of third-party consents required for the transaction

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Agreed Form
Business
Business Day
Completion
Completion Date
Conditions
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Key Employees
Leakage
Locked Box Date
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Permitted Leakage
Properties
Purchase Price
Relevant Period
Sale Shares
Seller's Group
Seller's Warranties
Signing Date
Subsidiary
Tag-along Rights
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Third Party Rights
Title Warranties
Transaction Documents
Transfer
Warranties
Working Capital
Management Accounts
Regulatory Authority
Required Consents
Escrow Account
Escrow Agent
Fundamental Warranties
Indemnities
Claim
Warranty Claim
Tax Claim
Related Persons
Employee Benefits
Pension Schemes
Danish GAAP
Competition Law
Effective Date
Governmental Authority
Interim Period
Clauses
Parties and Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Fundamental Warranties
Title Warranties
Business Warranties
Tax Warranties
Limitations of Liability
Tax Covenants
Indemnities
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Environmental Matters
Regulatory Compliance
Change of Control
Security and Guarantees
Announcements
Force Majeure
Assignment
Third Party Rights
Severability
Entire Agreement
Amendments
Notices
Costs
Governing Law
Jurisdiction
Dispute Resolution
Waiver
Termination Rights
Further Assurance
Counterparts
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Construction

Agriculture

Media and Entertainment

Telecommunications

Mining and Resources

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Investment Manager

Business Development Director

Company Secretary

Financial Controller

Mergers & Acquisitions Director

Corporate Development Manager

Due Diligence Manager

Compliance Officer

Risk Manager

Transaction Manager

Investment Banker

Industries
Danish Companies Act (Selskabsloven): The primary legislation governing companies in Denmark, including regulations on share transfers, shareholder rights, and corporate governance requirements
Danish Contracts Act (Aftaleloven): Regulates the formation and validity of contracts, including share purchase agreements, and provides rules on contractual obligations and remedies
Danish Capital Markets Act (Kapitalmarkedsloven): Relevant if the shares being purchased are in a publicly listed company, governing securities trading and disclosure requirements
Danish Competition Act (Konkurrenceloven): May be relevant for larger transactions requiring merger control clearance or affecting market competition
Danish Tax Assessment Act (Ligningsloven): Governs tax implications of share transfers, including capital gains tax and potential tax exemptions
Danish Registration Tax Act (Registreringsafgiftsloven): Covers registration requirements and associated taxes for share transfers
Danish Act on Measures to Prevent Money Laundering (Hvidvaskloven): Requires due diligence and verification of parties involved in significant financial transactions
Danish Financial Statements Act (Ã…rsregnskabsloven): Relevant for valuation aspects and financial disclosure requirements in share transactions
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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