The Business Share Purchase Agreement is a crucial legal document used in Danish business acquisitions when transferring ownership of company shares from one party to another. It serves as the primary transaction document that comprehensively details all aspects of the share purchase, including the exact shares being transferred, purchase price, payment mechanisms, warranties, and representations. This agreement is essential for both private and public company transactions in Denmark, requiring compliance with Danish corporate law, securities regulations, and tax implications. It typically results from extensive negotiations and due diligence, incorporating protections for both buyer and seller while addressing specific industry requirements, regulatory obligations, and transaction-specific conditions. The document is particularly important as it provides legal certainty and clear framework for the transfer of business ownership, while ensuring compliance with Danish legal requirements and market practices.
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Key Requirements PROMPT example:
Business Share Purchase Agreement
I need a Business Share Purchase Agreement under Danish law for acquiring 100% shares of a medium-sized technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets.
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including description of shares being sold and basic sale obligation
5. Purchase Price: Specification of purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties: Seller's warranties regarding the company, shares, and business
10. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Specific provisions relating to tax matters and allocations
12. Confidentiality: Obligations regarding confidential information and announcements
13. Notices: Process and requirements for formal notices under the agreement
14. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and assignment
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
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: Specific provisions for key employees or significant workforce considerations
5. Intellectual Property Rights: Detailed IP provisions when IP is a crucial asset
6. Bank Financing: Required when purchase is contingent on external financing
7. Environmental Matters: Important for companies with significant environmental exposures
8. Real Estate Provisions: Required when company owns significant real estate assets
9. Data Protection: Detailed provisions when significant personal data is involved
10. Break Fee: Used when parties want to specify compensation for failed completion
1. Share Details: Details of shares being transferred including share certificates
2. Purchase Price Calculation: Detailed methodology for calculating final purchase price
3. Completion Obligations: Detailed list of actions and deliverables required at completion
4. Warranties: Detailed warranties given by the seller
5. Disclosure Letter: Seller's disclosures against the warranties
6. Company Information: Key details about the target company including corporate documents
7. Properties: Details of real estate owned or leased by the company
8. Intellectual Property: List of IP rights owned or licensed by the company
9. Material Contracts: Summary of key contracts affecting the business
10. Employee Information: Details of employees and their terms of employment
11. Financial Statements: Recent financial statements and management accounts
12. Tax Computations: Details of tax positions and ongoing matters
Authors
Relevant legal definitions
Agreement
Business
Business Day
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Danish Business Authority
Danish Companies Act
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Purchase Price
Seller
Seller's Group
Seller's Knowledge
Seller's Warranties
Shares
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction
Transaction Documents
Warranties
Working Capital
Accounts
Accounting Principles
Adjustment Amount
Affiliate
Associate
Bank Account
Board
Claims
Competition Authority
Data Protection Laws
Employees
Environmental Laws
Escrow Account
Escrow Agent
Governmental Authority
Indebtedness
Insurance Policies
Key Employees
Losses
Material Adverse Effect
Permitted Encumbrances
Properties
Purchase Price Adjustment
Related Party
Relevant Period
Representatives
Share Capital
Taxation
Business
Business Day
Buyer
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Danish Business Authority
Danish Companies Act
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Long Stop Date
Management Accounts
Material Adverse Change
Material Contracts
Parties
Purchase Price
Seller
Seller's Group
Seller's Knowledge
Seller's Warranties
Shares
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction
Transaction Documents
Warranties
Working Capital
Accounts
Accounting Principles
Adjustment Amount
Affiliate
Associate
Bank Account
Board
Claims
Competition Authority
Data Protection Laws
Employees
Environmental Laws
Escrow Account
Escrow Agent
Governmental Authority
Indebtedness
Insurance Policies
Key Employees
Losses
Material Adverse Effect
Permitted Encumbrances
Properties
Purchase Price Adjustment
Related Party
Relevant Period
Representatives
Share Capital
Taxation
Clauses
Share Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Warranties and Representations
Tax Covenants
Indemnification
Liability Limitations
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Environmental Matters
Data Protection
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs
Governing Law
Dispute Resolution
Announcements
Survival
Break Fee
Material Adverse Change
Due Diligence
Disclosure
Insurance
Bank Financing
Share Transfer Mechanics
Corporate Authority
Regulatory Compliance
Business Conduct
Working Capital
Escrow Arrangements
Transitional Services
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Warranties and Representations
Tax Covenants
Indemnification
Liability Limitations
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Environmental Matters
Data Protection
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Further Assurance
Costs
Governing Law
Dispute Resolution
Announcements
Survival
Break Fee
Material Adverse Change
Due Diligence
Disclosure
Insurance
Bank Financing
Share Transfer Mechanics
Corporate Authority
Regulatory Compliance
Business Conduct
Working Capital
Escrow Arrangements
Transitional Services
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Financial Services
Real Estate
Healthcare
Energy
Telecommunications
Media
Construction
Logistics
Agriculture
Hospitality
Education
Consulting
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Corporate Secretariat
Tax
Treasury
Due Diligence
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Corporate Secretary
Managing Director
Finance Director
Business Development Director
Investment Manager
Mergers & Acquisitions Director
Due Diligence Manager
Transaction Manager
Corporate Development Manager
Board Member
Company Director
Financial Controller
Risk Manager
Compliance Officer
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