The Agreement For Sale Of Shares To Another Shareholder is a crucial document used when an existing shareholder wishes to sell their shareholding to another current shareholder of the company under Dutch law. This type of agreement is commonly used in private companies where shares are not publicly traded and is essential for documenting the terms and conditions of the share transfer, ensuring compliance with both company articles and Dutch legal requirements. The document typically includes detailed provisions about the share valuation, payment terms, warranties about the shares' unencumbered status, and the seller's authority to transfer. It also addresses tax implications, necessary corporate approvals, and registration requirements under Dutch law. This agreement is particularly important for maintaining clear ownership records and preventing future disputes between shareholders.
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1. Parties: Identification of the Seller and Buyer, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including company details, current shareholding structure, and reason for the transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Completion: Details of when and how the transfer will be completed, including signing and delivery of documents
6. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
7. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the purchase
8. Pre-Completion Obligations: Obligations of both parties between signing and completion
9. Confidentiality: Provisions regarding confidential information and announcements
10. Costs: Allocation of transaction costs between parties
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Tag-Along Rights: Include when existing shareholders should have the right to join the sale on same terms
2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join the sale
3. Non-Competition: Include when the seller should be restricted from competing after the sale
4. Tax Indemnity: Include when specific tax risks need to be allocated between parties
5. Works Council Approval: Include when works council consultation or approval is required
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Break Fee: Include when parties want to specify compensation for transaction failure
8. Management Arrangements: Include when the sale affects management positions or requires transition arrangements
1. Share Details: Detailed description of the shares being transferred, including share certificates numbers and class rights
2. Company Information: Key company details including financial statements, material contracts, and corporate structure
3. Warranties: Detailed list of warranties given by the seller regarding the company and shares
4. Completion Requirements: Checklist of all documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Board Resolutions: Form of board resolutions required for the transfer
7. Transfer Instruments: Form of share transfer deed and other transfer documents
8. Shareholder Approvals: Required shareholder resolutions and waivers
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