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Share Buyback Agreement
1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the share buyback, including corporate approvals and purpose
3. Definitions and Interpretation: Definition of key terms and interpretation rules
4. Sale and Purchase: Core terms of the buyback including number of shares, price, and completion mechanics
5. Purchase Price and Payment: Detailed payment terms, method, and timing of payment
6. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals
7. Completion: Mechanics and timing of the transfer, including documentation requirements
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
9. Company's Warranties and Authority: Company's authority to purchase and compliance with Danish Companies Act requirements
10. Tax Matters: Tax-related obligations, indemnities, and withholding requirements
11. Confidentiality: Confidentiality obligations regarding the transaction
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Market Abuse Regulation Compliance: Required for listed companies, addressing EU MAR requirements
2. Competition Clearance: Required for larger transactions subject to competition law review
3. Shareholders' Agreement Compliance: Required if existing shareholders' agreements contain relevant provisions
4. Bank Financing: Required if the buyback is financed through external lending
5. Employee Matters: Required if the selling shareholder is/was an employee
6. Share Transfer Restrictions: Required if there are specific transfer restrictions in articles of association
7. Regulatory Compliance: Required for regulated entities or sectors requiring specific approvals
1. Share Details: Details of shares being purchased including class, rights, and certificate numbers
2. Corporate Authorizations: Copies of board and shareholder resolutions approving the buyback
3. Calculation of Purchase Price: If price determination involves specific calculations or valuations
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Form of Transfer Instruments: Template share transfer forms and other required documentation
6. Existing Encumbrances: List of any existing encumbrances to be discharged
7. Tax Calculations: Details of tax implications and calculations if complex arrangements apply
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Companies Act
Completion
Conditions Precedent
Confidential Information
Consideration
Danish Business Authority
Encumbrance
General Meeting
Group
Long Stop Date
Material Adverse Change
Purchase Price
Purchased Shares
Relevant Securities
Seller
Share Capital
Shareholders
Shareholders' Register
Shares
Share Certificates
Signing Date
Surviving Provisions
Tax
Tax Authority
Transaction
Transfer Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Seller's Warranties
Company's Warranties
Tax Covenants
Corporate Authority
Regulatory Compliance
Share Transfer
Confidentiality
Announcements
Data Protection
Costs
Notices
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
Further Assurance
Waiver
Third Party Rights
Counterparts
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