The Listing Termination Agreement is a crucial document used when a company decides to end its public listing on a stock exchange in the Netherlands. This agreement becomes necessary when a company, for various reasons such as a private acquisition, corporate restructuring, or strategic decision, chooses to delist its securities. The document ensures compliance with Dutch corporate and financial markets law, including the Financial Supervision Act (Wft) and relevant EU regulations. It contains detailed provisions covering the entire delisting process, from initial notification to final termination of trading. The agreement sets out specific timelines, obligations for public announcements, treatment of outstanding securities, and ongoing responsibilities of all parties involved. The Listing Termination Agreement is particularly important as it provides a clear framework for managing the complex regulatory and practical requirements of the delisting process while protecting the interests of all stakeholders.

1. Parties: Identification of the contracting parties - typically the company and the stock exchange

2. Background: Context of the listing termination, including current listing details and reasons for delisting

3. Definitions: Definitions of key terms used throughout the agreement

4. Termination of Listing: Core provisions regarding the termination of the listing, including the specific securities affected

5. Effective Date and Timing: Specification of when the delisting will take effect and any relevant timing considerations

6. Process and Requirements: Detailed steps to be taken by each party to effect the delisting

7. Representations and Warranties: Standard representations and warranties from both parties

8. Company Obligations: Ongoing obligations of the company during and after the delisting process

9. Exchange Obligations: Obligations of the exchange in facilitating the delisting

10. Public Announcements: Requirements and procedures for public communications regarding the delisting

11. Confidentiality: Provisions regarding confidential information and its handling

12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and counterparts

14. Execution: Signature blocks and execution formalities