¶¶Òõ¶ÌÊÓƵ

1. Non-Competition and Non-Solicitation: Required when seller needs to be restricted from competing or soliciting employees/customers

2. Employee Matters: Needed when specific arrangements for employees are part of the transaction

3. Tax Matters: Detailed tax provisions when specific tax arrangements or indemnities are required

4. Third Party Consents: When transfer requires specific third-party approvals or regulatory clearances

5. Transition Services: When seller will provide post-closing services to the target company

6. Earn-out Provisions: When part of purchase price is contingent on future performance

7. Bank Guarantees/Security: When payment security or third-party guarantees are required

8. Works Council Provisions: Required when works council consultation/approval is necessary under Dutch law

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

2. Schedule 2 - Shares Being Transferred: Detailed description of shares including share numbers and certificates

3. Schedule 3 - Warranties: Detailed warranties about the company and its business

4. Schedule 4 - Disclosed Information: List of disclosure documents and due diligence information

5. Schedule 5 - Closing Actions: Detailed list of documents and actions required at closing

6. Schedule 6 - Purchase Price Calculation: Detailed methodology for price calculations and adjustments

7. Schedule 7 - Properties: List of company's real estate and lease agreements

8. Schedule 8 - Material Contracts: List of important contracts affecting the business

9. Appendix A - Form of Transfer Deed: Template for Dutch law notarial deed of transfer

10. Appendix B - Board Resolutions: Template corporate approvals required for the transfer