The Agreement To Sell Shares is a fundamental transaction document used in the Netherlands for implementing share transfers between parties. It is typically employed when a shareholder (individual or corporate) wishes to sell their shareholding in a company to another party. The agreement must comply with Dutch corporate law requirements, particularly those set out in the Dutch Civil Code (Burgerlijk Wetboek). This document is essential for both private and public company transactions, though public company transfers may require additional regulatory considerations. The agreement includes crucial elements such as the precise identification of the shares being transferred, purchase price and payment terms, warranties about the company's condition, pre-completion obligations, and completion mechanics. It serves as the primary document protecting both parties' interests in the transaction and establishing their respective rights and obligations.
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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
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