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Simple Share Purchase Agreement
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
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
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
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Seller Warranties
Buyer Warranties
Pre-Completion Obligations
Post-Completion Obligations
Confidentiality
Announcements
Tax Matters
Further Assurance
Assignment
Notices
Costs
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Force Majeure
Data Protection
Non-Competition
Indemnification
Dispute Resolution
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