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Contract For Shares Of A Company

Contract For Shares Of A Company Template for Netherlands

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Key Requirements PROMPT example:

Contract For Shares Of A Company

"I need a Contract For Shares Of A Company under Dutch law for the sale of 100% shares in a technology startup, with an earn-out mechanism and employee retention provisions, to be completed by March 2025."

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Document background
The Contract For Shares Of A Company is a crucial document used in the Netherlands for transferring ownership of company shares from one party to another. It is essential for mergers, acquisitions, and corporate restructuring under Dutch law. The document must comply with specific requirements of the Dutch Civil Code (Burgerlijk Wetboek) and often requires notarial execution, particularly for BV and NV share transfers. This agreement is used when shareholders wish to sell their shareholding, during company acquisitions, or as part of succession planning. It includes detailed provisions on share valuation, warranties, indemnities, and specific Dutch legal requirements such as works council consultation rights and regulatory approvals. The document serves as both a legal instrument for transferring shares and a commercial agreement setting out the terms of the transaction.
Suggested Sections

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

2. Background: Context of the transaction, including brief description of the Company and reason for the share transfer

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Any conditions that must be satisfied before completion can occur

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

7. Completion: Mechanics of completion, including timing, location, and actions required

8. Warranties: Standard warranties given by the Seller regarding the shares and the Company

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

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process for serving notices under the agreement

12. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Earn-out: Include when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Include when restrictions on Seller's future activities are required

3. Security for Claims: Include when specific security (e.g., escrow, bank guarantee) is required for warranty claims

4. Tax Covenant: Include when specific tax indemnities or arrangements are required

5. Transitional Services: Include when Seller will provide services to the Company post-completion

6. Works Council: Include when Works Council advice is required under Dutch law

7. Bank Financing: Include when the purchase is partially financed through bank loans

8. Management Agreements: Include when new management arrangements are part of the transaction

Suggested Schedules

1. Details of the Company: Corporate information, share capital structure, and subsidiaries

2. Warranties: Detailed warranties regarding the Company and its business

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Properties: Details of all real estate owned or leased by the Company

5. Intellectual Property: Schedule of IP rights owned or licensed by the Company

6. Material Contracts: List and details of key commercial contracts

7. Employees: Information about key employees and employment terms

8. Data Room Index: Index of documents disclosed during due diligence

9. Disclosed Information: Information disclosed against the warranties

10. Form of Resignation Letters: Template resignation letters for outgoing directors

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Construction

Agriculture

Media and Entertainment

Telecommunications

Hospitality

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Board of Directors

Compliance

Tax

Treasury

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Lawyer

Company Secretary

Finance Director

Business Development Director

Investment Manager

Managing Director

Board Member

Corporate Development Manager

Transaction Manager

In-house Counsel

Compliance Officer

Financial Controller

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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