The Share Redemption Agreement is a crucial document used when a Dutch company wishes to buy back its own shares from existing shareholders. This transaction type is governed by Dutch law, specifically the Dutch Civil Code (Burgerlijk Wetboek), and requires careful consideration of corporate, tax, and financial aspects. The agreement becomes necessary in various scenarios, including share capital restructuring, exit of shareholders, or implementation of employee share schemes. It must comply with strict Dutch legal requirements regarding capital maintenance, creditor protection, and corporate governance. The document typically includes detailed provisions about the redemption price, completion mechanics, warranties, and tax treatments, while ensuring all necessary corporate approvals are obtained and documented. For listed companies, additional requirements under the Dutch Financial Supervision Act may apply.
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1. Parties: Identification of the company redeeming the shares and the shareholder(s) whose shares are being redeemed
2. Background: Context of the redemption, including company details, current shareholding structure, and reason for redemption
3. Definitions: Definitions of key terms used throughout the agreement
4. Agreement to Redeem: Core agreement regarding the redemption of shares, including number and class of shares
5. Purchase Price: Details of the redemption price and valuation method used
6. Completion: Mechanics and timing of the completion of the redemption, including delivery of share certificates and payment
7. Warranties: Standard warranties from both the company and the selling shareholder
8. Tax Matters: Treatment of tax implications and responsibilities
9. Confidentiality: Obligations regarding confidentiality of the transaction
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Conditions Precedent: Include when completion is subject to certain conditions being met, such as regulatory approvals or shareholder consent
2. Drag Along Rights: Include when there are multiple shareholders and forced participation provisions apply
3. Tag Along Rights: Include when protecting minority shareholders' rights to participate in the redemption
4. Post-Completion Covenants: Include when there are ongoing obligations after the redemption, such as non-compete provisions
5. Works Council Approval: Include when works council consultation or approval is required under Dutch law
6. Regulatory Compliance: Include for listed companies or when specific regulatory requirements apply
7. Payment in Installments: Include when the redemption price is to be paid in multiple installments
8. Security Arrangements: Include when security is provided for deferred payments
1. Details of Shares: Detailed description of shares being redeemed, including share certificate numbers and share history
2. Calculation of Purchase Price: Detailed calculation methodology and worked examples of the redemption price
3. Completion Requirements: Checklist of documents and actions required for completion
4. Form of Transfer Deed: Standard form deed of transfer under Dutch law
5. Shareholder Resolutions: Required corporate resolutions authorizing the share redemption
6. Tax Calculations: Details of tax implications and calculations
7. Warranties: Detailed warranties given by both parties
8. Corporate Documentation: Copies of relevant corporate approvals and certificates
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