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Sale Of Shares Contract
I need a Sale Of Shares Contract for the sale of 100% shares in a small Danish technology consulting company, with completion scheduled for March 2025 and including standard warranties and basic non-compete provisions for the selling shareholders.
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of both parties between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares and the target company
9. Limitations on Seller's Liability: Limitations on warranty claims and general liability caps
10. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority
11. Tax Covenant: Specific provisions relating to tax liabilities and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Provisions regarding public announcements about the transaction
14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
15. Assignment: Restrictions on assignment of rights under the agreement
16. Notices: Process for serving notices under the agreement
17. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future competitive activities - include when selling shares of an operating business
2. Employee Matters: Specific provisions regarding key employees - include when retention of specific employees is crucial
3. Intellectual Property Rights: Special provisions for IP protection - include when IP is a significant company asset
4. Data Protection: Specific GDPR compliance provisions - include when personal data is a significant aspect
5. Earn-out Provisions: Structure for additional payments based on future performance - include when part of purchase price is contingent
6. Bank Guarantees: Requirements for bank guarantees - include when payment security is required
7. Break Fee: Provisions for payment if deal fails - include in larger transactions with significant due diligence costs
8. Management Agreements: Provisions regarding ongoing management - include when key managers are selling shareholders
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties regarding the company, business, and assets
3. Properties: Details of all real estate owned or leased by the target company
4. Intellectual Property: List of all IP rights owned or licensed by the target company
5. Material Contracts: Summary of key commercial contracts
6. Employees: Details of employees and their terms of employment
7. Completion Obligations: Detailed list of documents to be delivered at completion
8. Permitted Leakage: List of permitted value extractions in locked box deals
9. Data Room Index: Index of due diligence materials provided
10. Disclosed Documents: List of documents disclosed against the warranties
Authors
Technology
Manufacturing
Real Estate
Professional Services
Financial Services
Healthcare
Retail
Energy
Transportation
Construction
Media and Entertainment
Telecommunications
Agriculture
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Strategy
Executive Leadership
Corporate Secretariat
Treasury
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
M&A Director
Investment Banker
Due Diligence Officer
Company Director
Financial Controller
Corporate Secretary
Business Development Manager
Risk Manager
Compliance Officer
Tax Director
Strategy Director
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