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Shareholder Exit Agreement
1. Parties: Identification of all parties to the agreement, including the exiting shareholder(s), remaining shareholders, and the company
2. Background: Context of the agreement, including current shareholding structure and reason for exit
3. Definitions: Definitions of key terms used throughout the agreement
4. Exit Events: Detailed description of circumstances triggering the exit provisions
5. Valuation Mechanism: Method for determining the fair value of shares, including appointment of valuers if required
6. Purchase Price and Payment Terms: Details of consideration, payment structure, and timing
7. Transfer Process: Step-by-step procedure for executing the share transfer
8. Representations and Warranties: Standard representations from both exiting and remaining shareholders
9. Confidentiality: Obligations regarding confidential information
10. Tax Matters: Allocation of tax liabilities and responsibilities
11. Notices: Process for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Danish law application and jurisdiction
13. Execution: Signature blocks and execution requirements
1. Non-Compete Provisions: Restrictions on exiting shareholder's future business activities - include when exiting shareholder has been actively involved in operations
2. Earn-out Mechanism: Structure for additional payments based on future performance - include when part of purchase price is contingent on future events
3. Drag-Along Rights: Rights forcing minority shareholders to join in sale - include in cases with multiple shareholders
4. Tag-Along Rights: Rights allowing minority shareholders to join in sale - include in cases with multiple shareholders
5. Intellectual Property Rights: Special provisions for IP owned by exiting shareholder - include when relevant to business operations
6. Continuing Obligations: Ongoing responsibilities of exiting shareholder - include when relevant to business continuity
7. Employee Matters: Provisions regarding staff if exiting shareholder is also an employee
8. Dispute Resolution: Alternative dispute resolution procedures - include when parties prefer arbitration over court proceedings
1. Schedule 1 - Share Capital Structure: Current shareholding structure and share classes
2. Schedule 2 - Valuation Methodology: Detailed explanation of valuation process and formulae
3. Schedule 3 - Form of Transfer Documentation: Template share transfer forms and other required documentation
4. Schedule 4 - Completion Checklist: List of actions required to complete the exit
5. Schedule 5 - Warranties: Detailed warranties given by exiting shareholder
6. Appendix A - Company Information: Key company details and financial information
7. Appendix B - Required Regulatory Approvals: List of necessary regulatory or third-party consents
8. Appendix C - Existing Shareholder Agreements: Summary of relevant provisions from existing agreements
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