The Company Purchase Agreement is a crucial document used in corporate acquisitions under Danish law when one entity seeks to acquire ownership of another company. This comprehensive agreement serves as the primary transaction document, detailing all aspects of the company purchase including price, payment terms, warranties, and post-completion obligations. It must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven) and related regulations. The agreement is essential for both private and public company acquisitions, requiring careful consideration of employee rights, competition law, tax implications, and sector-specific regulations. It typically involves extensive due diligence and often requires coordination with various regulatory authorities.
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Key Requirements PROMPT example:
Company Purchase Agreement
I need a Company Purchase Agreement under Danish law for the acquisition of a mid-sized manufacturing company, with special attention to environmental warranties and employee transfer provisions, as the target company has significant industrial operations and 200+ employees.
1. Parties: Identification of the buyer and seller with full legal details
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's warranties about the company and business
10. Limitations on Seller's Liability: Limitations and caps on warranty claims and other liabilities
11. Tax Covenants: Specific provisions relating to tax matters and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Requirements for public announcements about the transaction
14. Further Assurance: Obligations to take further actions to give effect to the agreement
15. Assignment: Restrictions on transfer of rights under the agreement
16. Notices: Process for formal communications between parties
17. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
1. Non-Competition: Restrictions on seller's future competitive activities - include when seller remains active in the industry
2. Transitional Services: Services provided by seller post-completion - include when operational separation is needed
3. Employee Matters: Specific provisions for employee transfers - include when significant workforce is involved
4. Intellectual Property: Special IP provisions - include when IP is a key asset
5. Real Estate: Specific provisions for property transfers - include when real estate is material
6. Data Protection: GDPR compliance provisions - include when personal data is a significant factor
7. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses
8. Earn-out Provisions: Performance-based additional payments - include when part of purchase price is contingent on future performance
1. Schedule 1 - Company Details: Detailed information about the target company
2. Schedule 2 - Properties: List and details of real estate owned or leased
3. Schedule 3 - Intellectual Property: List of IP rights owned or licensed
4. Schedule 4 - Warranties: Detailed warranties about the company and business
5. Schedule 5 - Limitation of Liability: Detailed provisions on warranty limitations
6. Schedule 6 - Completion Obligations: Detailed list of completion deliverables
7. Schedule 7 - Employee Information: Details of employees and their terms
8. Schedule 8 - Material Contracts: List and details of key business contracts
9. Schedule 9 - Completion Accounts: Format and principles for completion accounts
10. Schedule 10 - Tax Covenant: Detailed tax indemnity provisions
Authors
Relevant legal definitions
Accounts
Accounts Date
Adjustments
Agreed Form
Agreement
Annual Accounts
Business
Business Day
Buyer
Claim
Companies Act
Company
Completion
Completion Accounts
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Due Diligence Reports
Employees
Encumbrance
Environment
Environmental Laws
Environmental Permits
Financial Year
Group
Governmental Authority
IFRS
Intellectual Property Rights
Interim Accounts
Key Employees
Knowledge
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parent Company
Parties
Permits
Properties
Purchase Price
Related Persons
Relevant Authority
Seller
Seller's Group
Shares
Signing Date
Subsidiary
Tax
Tax Authority
Tax Covenant
Tax Return
Tax Warranties
Third Party
Transaction
Transaction Documents
Transfer Date
Warranties
Working Capital
Accounts Date
Adjustments
Agreed Form
Agreement
Annual Accounts
Business
Business Day
Buyer
Claim
Companies Act
Company
Completion
Completion Accounts
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Due Diligence Reports
Employees
Encumbrance
Environment
Environmental Laws
Environmental Permits
Financial Year
Group
Governmental Authority
IFRS
Intellectual Property Rights
Interim Accounts
Key Employees
Knowledge
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notice
Parent Company
Parties
Permits
Properties
Purchase Price
Related Persons
Relevant Authority
Seller
Seller's Group
Shares
Signing Date
Subsidiary
Tax
Tax Authority
Tax Covenant
Tax Return
Tax Warranties
Third Party
Transaction
Transaction Documents
Transfer Date
Warranties
Working Capital
Clauses
Sale and Purchase
Purchase Price
Payment Terms
Price Adjustments
Conditions Precedent
Completion Mechanics
Pre-Completion Covenants
Post-Completion Covenants
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Warranty Limitations
Tax Covenants
Tax Indemnities
Employee Matters
Pensions
Environmental Matters
Intellectual Property
Real Estate
Data Protection
Competition Law
Confidentiality
Non-Competition
Non-Solicitation
Information Technology
Material Contracts
Change of Control
Regulatory Compliance
Insurance
Power and Authority
Legal Capacity
Due Authorization
Financial Statements
Working Capital
Indebtedness
Security Interests
Assignment
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Costs
Third Party Rights
Entire Agreement
Amendments
Severability
Announcements
Further Assurance
Purchase Price
Payment Terms
Price Adjustments
Conditions Precedent
Completion Mechanics
Pre-Completion Covenants
Post-Completion Covenants
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Warranty Limitations
Tax Covenants
Tax Indemnities
Employee Matters
Pensions
Environmental Matters
Intellectual Property
Real Estate
Data Protection
Competition Law
Confidentiality
Non-Competition
Non-Solicitation
Information Technology
Material Contracts
Change of Control
Regulatory Compliance
Insurance
Power and Authority
Legal Capacity
Due Authorization
Financial Statements
Working Capital
Indebtedness
Security Interests
Assignment
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Notices
Costs
Third Party Rights
Entire Agreement
Amendments
Severability
Announcements
Further Assurance
Relevant Industries
Manufacturing
Technology
Retail
Professional Services
Healthcare
Real Estate
Financial Services
Industrial
Energy
Transportation
Agriculture
Construction
Media and Entertainment
Telecommunications
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Human Resources
Compliance
Risk Management
Board of Directors
Executive Management
Due Diligence
Integration
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Director
Financial Controller
Company Secretary
Tax Director
HR Director
Due Diligence Manager
Integration Manager
Risk Manager
Compliance Officer
Board Member
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