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Agreement For Sale And Purchase Of Shares
I need an Agreement For Sale And Purchase Of Shares under Danish law for the acquisition of a technology company, where the buyer is acquiring 100% of shares from multiple shareholders, with completion planned for March 2025 and including earn-out provisions based on revenue targets.
1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of closing the transaction, including timing, location, and deliverables
8. Warranties: Standard warranties given by the seller regarding the shares and the company
9. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
10. Tax Covenants: Specific provisions regarding tax matters and allocations
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. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities
3. Transitional Services: Needed when seller will provide services post-completion
4. Employee Matters: Important when specific arrangements for key employees are required
5. Intellectual Property Rights: Detailed IP provisions when IP is a key asset
6. Data Protection: Required when significant personal data is involved in the transaction
7. Environmental Matters: Important for companies with environmental risks or obligations
8. Real Estate: Required when company owns or leases significant real estate
9. Bank Financing: Needed when purchase is dependent on external financing
10. Regulatory Compliance: Required for regulated industries or when specific permits are crucial
1. Details of the Company: Complete corporate information including registration numbers and share capital structure
2. Warranties: Detailed list of seller's warranties about the company and business
3. Properties: List of all real estate owned or leased by the company
4. Intellectual Property: Schedule of all IP rights owned or licensed by the company
5. Material Contracts: List of all important contracts the company is party to
6. Employees: Details of key employees and their terms of employment
7. Completion Deliverables: List of all documents and items to be delivered at completion
8. Disclosed Documents: Index of documents disclosed against the warranties
9. Permitted Leakage: List of permitted value extractions in locked box transactions
10. Required Consents: List of third-party consents required for the transaction
Authors
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Healthcare
Retail
Energy
Transportation
Construction
Agriculture
Media and Entertainment
Telecommunications
Mining and Resources
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Risk Management
Corporate Secretariat
Treasury
Tax
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Investment Manager
Business Development Director
Company Secretary
Financial Controller
Mergers & Acquisitions Director
Corporate Development Manager
Due Diligence Manager
Compliance Officer
Risk Manager
Transaction Manager
Investment Banker
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