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Assignment Of Shares Agreement
"I need an Assignment of Shares Agreement under Dutch law for the transfer of 2,500 ordinary shares in TechVision B.V. from current shareholder ABC Holdings to Green Investments B.V., with completion scheduled for March 15, 2025, including non-compete provisions and an earn-out mechanism."
1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), and the Company whose shares are being transferred
2. Background: Context of the transfer, including current shareholding structure and reason for transfer
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of Assignment: Details of the shares being transferred, including number, class, and nominal value
5. Purchase Price and Payment: Agreed price for the shares and payment terms, including payment method and timing
6. Completion: Requirements and process for completing the transfer, including signing of transfer deed
7. Warranties by Assignor: Standard warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Covenants: Obligations of parties before and after completion
9. Notifications: Requirements for notifying the company, updating the shareholders register, and any regulatory notifications
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
11. Execution: Signature blocks and execution formalities
1. Board Approval: Required if the company's articles of association require board approval for share transfers
2. Pre-emption Rights Waiver: Required if other shareholders have pre-emption rights that need to be waived
3. Non-Competition: Include when the assignor should be restricted from competing after the transfer
4. Tax Indemnity: Include when specific tax risks need to be allocated between parties
5. Works Council Statement: Required if works council consultation is necessary under Dutch law
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Security Arrangements: Include when payment is deferred or security is required
8. Confidentiality: Include when specific confidentiality obligations are required beyond standard practice
1. Share Details: Detailed description of the shares being transferred, including share certificate numbers
2. Warranties: Detailed list of warranties given by the assignor
3. Company Information: Extract from commercial register and key company details
4. Transfer Deed: Form of notarial deed required for the transfer under Dutch law
5. Shareholders' Resolution: Copy of shareholders' resolution approving the transfer if required
6. Payment Details: Bank account and payment instruction details
7. Required Consents: Copies of third-party consents and regulatory approvals
8. Existing Shareholders Agreement: Copy of any shareholders agreement affecting the transfer
Authors
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Transportation
Agriculture
Construction
Telecommunications
Media & Entertainment
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Corporate Secretariat
Treasury
Tax
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Corporate Finance Manager
Investment Manager
Mergers & Acquisitions Director
Business Development Director
Financial Controller
Compliance Officer
Risk Manager
Board Member
Managing Director
Shareholder Relations Manager
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