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Assignment Of Shares Agreement
I need a Danish law Assignment of Shares Agreement for transferring 40% of shares in a privately held technology company to a foreign investor, with completion scheduled for March 2025 and including specific warranties about intellectual property rights.
1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses
2. Background: Context of the share transfer, including details of the company whose shares are being transferred
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, and nominal value
5. Purchase Price: The agreed consideration for the shares and payment terms
6. Completion: The mechanics and timing of the transfer, including completion date and actions required
7. Assignor's Warranties: Basic warranties regarding ownership, title, and authority to transfer the shares
8. Assignee's Warranties: Basic warranties regarding authority to purchase and compliance with laws
9. Board Approval and Notifications: Requirements for company board approval and necessary notifications
10. Further Assurance: Obligation to execute further documents and take additional actions if needed
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Include when existing shareholders have tag-along rights that need to be addressed
2. Drag-Along Rights: Include when there are existing drag-along provisions that need to be acknowledged
3. Regulatory Approvals: Include when the transfer requires specific regulatory approvals
4. Non-Competition: Include when the assignor needs to be restricted from competing post-transfer
5. Confidentiality: Include when specific confidentiality provisions are needed beyond standard requirements
6. Tax Indemnity: Include when specific tax risks need to be allocated between the parties
7. Existing Shareholder Agreement: Include when the assignee needs to adhere to an existing shareholder agreement
8. Employee Matters: Include when the assignor has management or employment relationships that need to be addressed
1. Share Details: Detailed description of the shares, including share certificates numbers and share history
2. Company Information: Key details about the company, including registration number, registered office, and share capital structure
3. Warranties: Detailed warranties given by the assignor regarding the shares and company
4. Existing Encumbrances: List of any existing charges, liens, or encumbrances on the shares
5. Required Consents: List of all required consents and approvals for the transfer
6. Board Resolution: Copy of board resolution approving the transfer
7. Share Certificate: Copy of existing share certificate(s) and form of new share certificate
8. Payment Details: Bank account and payment instruction details
Authors
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Retail
Healthcare
Energy
Transportation
Telecommunications
Construction
Agriculture
Media and Entertainment
Education
Hospitality
Legal
Corporate Finance
Mergers & Acquisitions
Compliance
Corporate Governance
Executive Leadership
Investment
Treasury
Corporate Secretariat
Business Development
Risk Management
Finance
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Manager
Corporate Finance Manager
Mergers & Acquisitions Director
Compliance Officer
Board Director
Managing Director
Financial Controller
Business Development Manager
Corporate Governance Officer
Shareholder Relations Manager
Investment Banker
Private Equity Manager
General Counsel
Transaction Manager
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