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The Company Share Purchase Agreement is a fundamental document used in corporate acquisitions and sales transactions in Denmark. It is primarily utilized when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement must comply with Danish legal requirements, particularly the Danish Companies Act (Selskabsloven) and the Danish Contracts Act (Aftaleloven). This document serves multiple purposes: it defines the terms of the transaction, allocates risk between parties, provides protection mechanisms for both buyer and seller, and ensures regulatory compliance. The agreement typically results from extensive negotiations and due diligence, incorporating detailed warranties, indemnities, and specific provisions addressing tax, employment, and corporate governance matters. It's essential for both private and public company acquisitions, though the complexity and specific provisions may vary depending on the size and nature of the transaction.

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the shares being sold and basic mechanics of the transfer

5. Purchase Price: Detailed description of the purchase price, payment mechanics, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics and requirements for closing the transaction, including timing and deliverables

9. Warranties: Seller's warranties regarding the company, shares, and business

10. Limitations on Liability: Limitations on Seller's liability under the warranties and indemnities

11. Tax Covenants: Specific provisions relating to tax matters and allocation of tax liabilities

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notices: Process and requirements for 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