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Shares Agreement
I need a Shares Agreement for the sale of 25% minority stake in a Danish private technology company to a foreign corporate investor, with special provisions for board representation rights and tag-along rights for existing shareholders.
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
Authors
Articles of Association
Board
Business Day
Buyer
Claim
Company
Completion
Completion Date
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Long Stop Date
Material Adverse Change
Party/Parties
Purchase Price
Sale Shares
Seller
Share Capital
Shareholders
Signing Date
Subsidiaries
Target Company
Tax
Transaction
Transfer
Warranties
Working Hours
Business
Danish Companies Act
Due Diligence Information
Financial Statements
Intellectual Property Rights
Material Contracts
Permitted Encumbrances
Related Parties
Representatives
Share Certificates
Share Register
Shareholder Loans
Tag-along Rights
Drag-along Rights
Voting Rights
Working Capital
Management Accounts
Loss
Notice
Regulatory Authority
Security Interest
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Indemnification
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Representation
Dividend Rights
Voting Rights
Information Rights
Share Certificates
Regulatory Compliance
Anti-Money Laundering
Data Protection
Force Majeure
Assignment
Announcements
Notices
Costs
Severability
Entire Agreement
Amendments
Third Party Rights
Further Assurance
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Technology
Manufacturing
Real Estate
Retail
Professional Services
Healthcare
Energy
Transportation
Media and Entertainment
Telecommunications
Agriculture
Construction
Education
Hospitality
Legal
Finance
Corporate Development
Executive Leadership
Compliance
Investment
Risk Management
Corporate Secretariat
Mergers & Acquisitions
Treasury
Shareholder Relations
Due Diligence
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Investment Manager
Company Secretary
Finance Director
Compliance Officer
Board Member
Managing Director
Investment Banker
Corporate Development Manager
Financial Controller
General Counsel
Shareholder Relations Manager
Transaction Manager
Due Diligence Specialist
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