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Agreement To Sell Shares
"I need an Agreement To Sell Shares under Dutch law for the sale of 100% of shares in my tech startup to a domestic buyer, with standard warranties and a straightforward completion planned for March 2025."
1. Parties: Identification of the Seller(s) and Buyer(s) with full legal details
2. Background: Context of the transaction, including company details and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and basic purchase mechanics
5. Purchase Price: Details of the consideration, payment terms, and any price adjustment mechanisms
6. Completion: Mechanics and requirements for closing the transaction
7. Seller's Warranties: Standard warranties regarding the shares, company, and seller's capacity
8. Buyer's Warranties: Basic warranties regarding buyer's capacity and authority
9. Pre-Completion Obligations: Seller's obligations regarding company management between signing and completion
10. Confidentiality: Obligations regarding transaction confidentiality and announcements
11. Tax Matters: Tax-related provisions and allocations of tax liabilities
12. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
13. General Provisions: Standard boilerplate clauses including notices, amendments, etc.
1. Conditions Precedent: Used when completion is subject to specific conditions such as regulatory approvals
2. Price Adjustment: Detailed mechanisms for post-completion price adjustments, used in deals with complex pricing
3. Non-Competition: Restrictions on seller's future competing activities, used when seller remains active in the industry
4. Employee Matters: Specific provisions regarding employees, used when employment arrangements are material
5. Specific Indemnities: Used when specific risks need special indemnification treatment
6. Earn-out Provisions: Used when part of purchase price is contingent on future performance
7. Bank Guarantee/Security: Used when payment or performance security is required
8. Intellectual Property: Detailed IP provisions, used when IP is a material asset
1. Details of the Company: Complete corporate information including shareholding structure
2. Completion Obligations: Detailed list of actions and documents required at completion
3. Warranties: Complete list of seller's warranties
4. Disclosed Information: List of disclosure documents and exceptions to warranties
5. Properties: Details of company's real estate assets
6. Material Contracts: List and details of important commercial contracts
7. Intellectual Property: Schedule of IP rights owned or licensed by the company
8. Employee Information: Details of key employees and employment terms
9. Completion Accounts: Format and principles for completion accounts if relevant
10. Tax Deed: Detailed tax covenant and related provisions
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Professional Services
Retail
Energy
Media and Entertainment
Transportation and Logistics
Construction
Agriculture
Mining and Resources
Telecommunications
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Secretariat
Business Development
Investment
Due Diligence
Risk Management
Corporate Finance
Executive Leadership
Treasury
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Company Secretary
Finance Director
Corporate Development Director
Investment Manager
Transaction Manager
Due Diligence Manager
Compliance Officer
Tax Director
Business Development Manager
Private Equity Manager
Investment Banker
Board Member
Managing Director
Corporate Finance Manager
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Dutch law-governed agreement documenting the terms and conditions for the sale and transfer of shares between parties, including purchase price, warranties, and completion mechanics.
Share Sale And Purchase Agreement
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