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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
Accounting Principles
Affiliate
Agreement
Articles of Association
Board
Business
Business Day
Buyer
Claim
Completion
Completion Accounts
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Due Diligence Reports
Effective Date
Encumbrance
Enterprise Chamber
Escrow Account
Escrow Agent
Escrow Agreement
Financial Statements
Financial Year
Fundamental Warranties
General Meeting
Governmental Authority
Group
Group Company
Intellectual Property Rights
Interim Period
Key Employees
Knowledge
Last Accounts Date
Losses
Management Accounts
Material Adverse Change
Material Contracts
Notary
Notarial Deed
Parties
Permitted Encumbrances
Purchase Price
Related Persons
Relevant Period
Seller
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Deed
Tax Returns
Tax Warranties
Third Party
Transaction
Transaction Documents
Works Council
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Indemnities
Limitations on Liability
Tax Covenants
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Employee Matters
Intellectual Property
Assignment
Force Majeure
Termination
Announcements
Notices
Costs
Entire Agreement
Amendments
Severability
Waiver
Further Assurance
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Works Council Compliance
Regulatory Compliance
Power of Attorney
Bank Guarantees
Security Provisions
Earn-out Provisions
Price Adjustment
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
Find the exact document you need
Letter Of Offer To Purchase Shares
A Dutch law-governed letter presenting a formal offer to purchase company shares, outlining key terms and conditions of the proposed transaction.
Agreement To Sell Shares
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
A Dutch law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including purchase price, warranties, and completion mechanics.
Restricted Stock Purchase Agreement
A Dutch law-governed agreement for the purchase of company shares subject to restrictions and vesting conditions, typically used for employee equity compensation or investment arrangements.
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