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Deed Of Assignment Of Shares
"I need a Dutch Deed of Assignment of Shares for transferring 100% of shares in my tech startup (TechVision BV) to a corporate buyer (GlobalTech Holdings NV), with completion planned for March 15, 2025, including standard warranties and a 12-month non-compete clause."
1. Parties: Identification of the Transferor (current shareholder), Transferee (new shareholder), and the Company whose shares are being transferred
2. Background: Context of the transfer, including details about the Company and the existing shareholding structure
3. Definitions: Definitions of key terms used throughout the deed
4. Agreement to Transfer: The core transfer provision, including the number and class of shares being transferred
5. Consideration: Details of the purchase price and payment terms
6. Completion: The formal transfer process, including timing and actions required at completion
7. Transferor Warranties: Standard warranties about share ownership, authority to sell, and absence of encumbrances
8. Corporate Approvals: Confirmation of necessary corporate approvals and compliance with articles of association
9. Tax Indemnity: Provisions dealing with tax liabilities and indemnities
10. Notarial Matters: Standard notarial declarations and confirmations required under Dutch law
11. Governing Law: Confirmation of Dutch law as governing law
1. Tag-Along Rights: Include when existing shareholders retain tag-along rights post-transfer
2. Non-Competition: Include when the transferor needs to be restricted from competing post-transfer
3. Confidentiality: Include when specific confidentiality obligations are required beyond standard notarial confidentiality
4. Power of Attorney: Include when any party is acting through an attorney
5. Earn-Out Provisions: Include when part of the consideration is contingent on future performance
6. Employee Matters: Include when the transferor has been/is an employee and employment arrangements need to be addressed
1. Details of the Shares: Detailed description of the shares being transferred, including share numbers and share certificate details
2. Consideration Calculation: Detailed breakdown of how the purchase price was calculated, if complex
3. Corporate Documents: Copies of relevant corporate approvals, board resolutions, and shareholders' resolutions
4. Articles of Association: Current articles of association of the Company
5. Shareholders Agreement: Existing shareholders agreement (if any) affecting the shares
6. Due Diligence Findings: Summary of any due diligence issues affecting the transfer
7. Tax Clearance: Any required tax clearance certificates or documentation
Authors
Financial Services
Professional Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Construction
Agriculture
Mining
Entertainment
Education
Legal
Corporate Secretariat
Finance
Tax
Compliance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Treasury
Investor Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Counsel
Company Secretary
Corporate Secretary
Mergers & Acquisitions Director
Investment Manager
Compliance Officer
Tax Director
Financial Controller
Board Member
Managing Director
Head of Legal
Private Equity Manager
Corporate Development Director
Shareholder Relations Manager
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