Stock Buy Back Agreement

Stock Buy Back Agreement Template for Denmark

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Document background

A Stock Buy Back Agreement is a crucial document used when a Danish company decides to repurchase its own shares from existing shareholders. This transaction must comply with the Danish Companies Act (Selskabsloven), particularly sections 196-201 regarding acquisition of own shares. The agreement is commonly used for various corporate purposes, including capital structure optimization, excess cash utilization, or implementing employee share schemes. It becomes necessary when a company has available distributable reserves and requires detailed provisions for share valuation, payment mechanisms, and regulatory compliance. The document must address specific Danish legal requirements, including corporate governance aspects, tax implications, and for listed companies, market abuse regulations. The agreement typically requires board approval and must ensure compliance with the company's articles of association and any existing shareholders' agreements.

Suggested Sections

1. Parties: Identification of the selling shareholder(s) and the company purchasing its own shares

2. Background: Context of the buyback, including corporate approvals and purpose of the transaction

3. Definitions: Key terms used throughout the agreement

4. Subject Matter of Sale: Details of the shares being repurchased, including number, class, and nominal value

5. Purchase Price: Agreed price per share and total consideration

6. Payment Terms: Method and timing of payment for the shares

7. Conditions Precedent: Conditions that must be met before the buyback can proceed

8. Closing: Mechanics and timing of the transfer of shares

9. Seller's Representations and Warranties: Statements about ownership, authority to sell, and status of the shares

10. Company's Representations and Warranties: Statements about corporate authority, compliance with laws, and financial capacity

11. Tax Matters: Treatment of tax implications and responsibilities

12. Confidentiality: Obligations regarding non-disclosure of transaction details

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including amendments, entire agreement, and severability

Optional Sections

1. Market Abuse Provisions: Required for listed companies, addressing compliance with market abuse regulations

2. Installment Purchase Structure: Used when the buyback is to be executed in multiple tranches

3. Shareholder Approval: Details of required shareholder approval process, if not already obtained

4. Employee Share Scheme Provisions: Specific provisions if the buyback relates to employee share schemes

5. Regulatory Compliance: Additional compliance requirements for regulated industries

6. Third Party Consents: Provisions regarding obtaining necessary third party approvals

7. Share Transfer Restrictions: Reference to any existing shareholders' agreement or articles restrictions

Suggested Schedules

1. Share Details: Detailed information about the shares being purchased including share certificates numbers

2. Corporate Authorizations: Copies of board and shareholder resolutions approving the buyback

3. Calculation of Purchase Price: If complex pricing mechanism is used, detailed calculation methodology

4. Form of Transfer Instruments: Template share transfer forms and other required documentation

5. Closing Checklist: List of actions and documents required for closing

6. Tax Calculations: Detailed tax implications and calculations if relevant

7. Regulatory Filings: Templates or copies of required regulatory notifications

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Stock Buy Back Agreement Template for Denmark

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