The Simple Share Purchase Agreement is a fundamental transaction document used in Denmark for transferring ownership of shares from one party to another. This agreement is particularly suitable for straightforward share transfers where the transaction structure is uncomplicated and the parties prefer a streamlined approach. The document incorporates essential elements required under Danish law, including compliance with the Danish Companies Act and Danish Contracts Act, while avoiding overly complex mechanisms often found in larger M&A transactions. It typically includes basic warranties, simple payment terms, and standard completion mechanics, making it ideal for small to medium-sized transactions or transfers between known parties. The agreement can be used for both private companies and unlisted public companies, though additional requirements may apply for listed entities.
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Key Requirements PROMPT example:
Simple Share Purchase Agreement
I need a Simple Share Purchase Agreement under Danish law for the sale of 100% shares in a private technology company, with completion scheduled for March 15, 2025, and including standard warranties but no earn-out provisions.
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: Ƶ for share transfer forms and other required transfer documentation
7. Board Resolutions: Form of board resolutions approving the transfer
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Energy
Agriculture
Transportation
Construction
Media and Entertainment
Education
Hospitality
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Executive Leadership
Corporate Secretariat
Treasury
Investment
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Managing Director
Finance Director
Company Secretary
Business Development Manager
Investment Manager
Corporate Development Director
M&A Manager
Transaction Manager
General Counsel
Board Member
Chief Legal Officer
Compliance Officer
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