The Entity Plan Buy Sell Agreement is a critical document used in Dutch corporate governance to establish and regulate the process of transferring ownership interests within a business entity. This agreement becomes particularly important in scenarios involving business succession planning, retirement, death, or disability of shareholders, or when shareholders wish to exit the business. The document, governed by Dutch law and compliant with the Dutch Civil Code, provides detailed mechanisms for share valuation, transfer procedures, and funding arrangements. It includes specific provisions for triggering events, payment terms, and necessary approvals, while addressing tax implications and regulatory requirements. The Entity Plan Buy Sell Agreement helps prevent potential disputes and ensures business continuity by providing a clear framework for ownership transitions within Dutch corporate structures.
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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement, including company details and reason for the buy-sell arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Structure of Transaction: Overview of the share transfer mechanism and steps involved
5. Purchase Price: Details of the purchase price, including calculation method and adjustments
6. Payment Terms: Terms and conditions for payment, including timing and method
7. Triggering Events: Events that trigger the buy-sell provisions (death, disability, retirement, etc.)
8. Valuation Method: Agreed method for valuing the shares when a triggering event occurs
9. Transfer Mechanics: Detailed process for executing the share transfer
10. Representations and Warranties: Standard representations and warranties from all parties
11. Conditions Precedent: Conditions that must be satisfied before completion
12. Completion: Actions to be taken at completion of the transfer
13. Confidentiality: Provisions regarding confidential information
14. Tax Matters: Allocation of tax liabilities and responsibilities
15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction
1. Life Insurance Provisions: Required when life insurance is used to fund the purchase
2. Disability Insurance: Include when disability insurance is part of the funding mechanism
3. Right of First Refusal: Optional provisions giving existing shareholders priority in purchasing shares
4. Tag-Along Rights: Include when minority shareholders need protection in case of majority share sales
5. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
6. Non-Competition: Include when restrictions on future competitive activities are required
7. Works Council Provisions: Required when works council approval or consultation is necessary
8. Regulatory Approvals: Include when the transaction requires specific regulatory approvals
9. Installment Payment Terms: Include when purchase price will be paid in installments
1. Share Certificate Details: Details of share certificates being transferred
2. Calculation of Purchase Price: Detailed methodology and formulas for share valuation
3. Completion Obligations: Detailed list of actions and documents required at completion
4. Form of Transfer Deed: Template deed of transfer compliant with Dutch law
5. Shareholders List: Current list of shareholders and their holdings
6. Company Information: Detailed company information including registration details
7. Insurance Policies: Details of relevant insurance policies
8. Required Consents: List of required third-party and regulatory consents
9. Tax Calculations: Details of tax implications and calculations
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Call Option
Company
Completion
Completion Date
Confidential Information
Consideration
Deed of Transfer
Defaulting Shareholder
Disability
Effective Date
Encumbrance
Exercise Notice
Exercise Period
Fair Market Value
Financial Statements
Financial Year
Forced Transfer Event
General Meeting
Governing Law
Group
Insurance Policy
Legal Representative
Management Board
Market Value
Non-Defaulting Shareholders
Notarial Deed
Notary
Option Period
Parties
Purchase Price
Put Option
Qualifying Transfer
Related Persons
Relevant Interest
Reserved Matter
Sale Shares
Selling Shareholder
Share Transfer
Shareholder
Shareholders Register
Shares
Subsidiary
Supervisory Board
Tax
Third Party
Transfer Notice
Triggering Event
Valuation Date
Valuation Method
Voting Rights
Works Council
Articles of Association
Board
Business Day
Call Option
Company
Completion
Completion Date
Confidential Information
Consideration
Deed of Transfer
Defaulting Shareholder
Disability
Effective Date
Encumbrance
Exercise Notice
Exercise Period
Fair Market Value
Financial Statements
Financial Year
Forced Transfer Event
General Meeting
Governing Law
Group
Insurance Policy
Legal Representative
Management Board
Market Value
Non-Defaulting Shareholders
Notarial Deed
Notary
Option Period
Parties
Purchase Price
Put Option
Qualifying Transfer
Related Persons
Relevant Interest
Reserved Matter
Sale Shares
Selling Shareholder
Share Transfer
Shareholder
Shareholders Register
Shares
Subsidiary
Supervisory Board
Tax
Third Party
Transfer Notice
Triggering Event
Valuation Date
Valuation Method
Voting Rights
Works Council
Clauses
Definitions
Interpretation
Share Purchase
Purchase Price
Payment Terms
Completion Requirements
Representations and Warranties
Conditions Precedent
Transfer Mechanics
Triggering Events
Valuation
Call Options
Put Options
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Pre-emptive Rights
Confidentiality
Non-Competition
Non-Solicitation
Insurance Provisions
Tax Provisions
Regulatory Compliance
Works Council Consultation
Corporate Governance
Information Rights
Default
Remedies
Force Majeure
Termination
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs
Governing Law
Jurisdiction
Dispute Resolution
Interpretation
Share Purchase
Purchase Price
Payment Terms
Completion Requirements
Representations and Warranties
Conditions Precedent
Transfer Mechanics
Triggering Events
Valuation
Call Options
Put Options
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Pre-emptive Rights
Confidentiality
Non-Competition
Non-Solicitation
Insurance Provisions
Tax Provisions
Regulatory Compliance
Works Council Consultation
Corporate Governance
Information Rights
Default
Remedies
Force Majeure
Termination
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Professional Services
Manufacturing
Technology
Healthcare
Retail
Financial Services
Real Estate
Construction
Energy
Agriculture
Transportation
Media and Entertainment
Consulting
Family Businesses
Relevant Teams
Legal
Finance
Corporate Secretariat
Tax
Compliance
Risk Management
Corporate Development
Executive Leadership
Business Development
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Company Secretary
General Counsel
Legal Director
Corporate Lawyer
Tax Director
Finance Manager
Business Development Director
Risk Manager
Compliance Officer
Board Member
Shareholder
Partner
Corporate Governance Officer
Business Owner
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