Simple Share Purchase Agreement Template for Denmark

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Simple Share Purchase Agreement

Document background
The Simple Share Purchase Agreement is a fundamental transaction document used in Denmark for transferring ownership of shares from one party to another. This agreement is particularly suitable for straightforward share transfers where the transaction structure is uncomplicated and the parties prefer a streamlined approach. The document incorporates essential elements required under Danish law, including compliance with the Danish Companies Act and Danish Contracts Act, while avoiding overly complex mechanisms often found in larger M&A transactions. It typically includes basic warranties, simple payment terms, and standard completion mechanics, making it ideal for small to medium-sized transactions or transfers between known parties. The agreement can be used for both private companies and unlisted public companies, though additional requirements may apply for listed entities.
Suggested Sections

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

2. Background: Context of the transaction, description of the target company and shares being sold

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 agreement to sell and purchase

5. Purchase Price: Amount, currency, and payment terms for the shares

6. Completion: Time, date, and place of completion, and actions to be taken at completion

7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status

8. Buyer's Warranties: Basic warranties regarding authority to purchase and ability to pay

9. Confidentiality: Obligations regarding confidential information and announcement of the transaction

10. Notices: Process and details for serving formal notices under the agreement

11. Governing Law and Jurisdiction: Confirmation of Danish law as governing law and jurisdiction for disputes

Optional Sections

1. Tax Covenant: Detailed provisions regarding tax liabilities and indemnities - include if specific tax risks need to be addressed

2. Post-Completion Obligations: Specific actions required after completion - include if there are outstanding matters to be resolved

3. Non-Competition: Restrictions on seller's competing activities - include if seller could compete with the business

4. Pre-Completion Conditions: Conditions that must be met before completion - include if completion is not immediate

5. Price Adjustment: Mechanics for adjusting the purchase price - include if price depends on accounts or other factors

6. Employee Matters: Specific provisions regarding employees - include if there are key employee considerations

7. Intellectual Property: Specific provisions regarding IP rights - include if IP is material to the business

Suggested Schedules

1. Details of the Company: Corporate information including registration number, share capital, and directors

2. Details of the Shares: Full description of the shares being sold including share certificates numbers if applicable

3. Completion Requirements: List of documents and actions required at completion

4. Warranties: Detailed warranties schedule if not included in main agreement

5. Disclosed Documents: List of documents disclosed against the warranties

6. Form of Transfer Documents: Templates for share transfer forms and other required transfer documentation

7. Board Resolutions: Form of board resolutions approving the transfer

Authors

Relevant legal definitions
Relevant Industries
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Industries
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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