Warrant Release Form for the Netherlands

Warrant Release Form Template for Netherlands

A legal document governed by Dutch law that formally documents the relinquishment of rights associated with warrants previously issued by a company. The document details the terms of release, including the identification of the specific warrants being released, any consideration provided, and the parties' representations and warranties. It ensures compliance with Dutch securities laws and regulations while providing a clear record of the warrant holder's voluntary surrender of their rights to purchase shares at a specified price.

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What is a Warrant Release Form?

The Warrant Release Form is a crucial document used in Dutch corporate and securities transactions when a warrant holder wishes to formally surrender their rights to purchase shares under previously issued warrants. This document becomes necessary in various scenarios, such as corporate restructuring, merger and acquisition transactions, or when companies are buying back or canceling outstanding warrants. The form must comply with Dutch securities laws and the Financial Supervision Act (Wet op het financieel toezicht), ensuring proper documentation of the release of rights and any associated consideration. The Warrant Release Form typically includes detailed information about the warrants being released, the parties involved, any consideration paid, and necessary representations and warranties to protect both parties' interests.

What sections should be included in a Warrant Release Form?

1. Parties: Identification of the Warrant Holder and the Company/Issuer, including full legal names and registered addresses

2. Background: Context about the original warrant issuance, including date of issuance, warrant terms, and reason for the release

3. Definitions: Key terms used in the document, including 'Warrants', 'Release Date', 'Exercise Price', etc.

4. Warrant Details: Specific details of the warrants being released, including number of warrants, exercise price, and expiration date

5. Release Declaration: Formal statement of the warrant holder releasing all rights and claims under the warrants

6. Consideration: Details of any payment or other consideration provided in exchange for the release

7. Representations and Warranties: Statements by the warrant holder regarding ownership, authority to release, and absence of encumbrances

8. Governing Law: Specification of Dutch law as governing law and jurisdiction

9. Execution: Signature blocks and execution requirements

What sections are optional to include in a Warrant Release Form?

1. Tax Implications: Section addressing tax consequences of the release, required when there are specific tax considerations or when requested by parties

2. Regulatory Compliance: Additional provisions regarding compliance with securities regulations, needed for publicly traded warrants

3. Confidentiality: Provisions regarding confidentiality of the release terms, included when parties require privacy

4. Partial Release: Specific provisions when only a portion of warrants are being released

5. Related Agreements: References to other relevant agreements affected by the release, included when there are interconnected contracts

What schedules should be included in a Warrant Release Form?

1. Schedule A - Warrant Certificate: Copy or details of the original warrant certificate(s) being released

2. Schedule B - Corporate Resolutions: Copies of relevant corporate authorizations for the release

3. Schedule C - Calculation of Consideration: If applicable, detailed calculation of any consideration paid for the release

4. Appendix 1 - Original Warrant Agreement: Copy of the original warrant agreement being released

5. Appendix 2 - Release Confirmation: Form of confirmation to be issued by the company upon completion of the release

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Free to use

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What is a Warrant Release Form?

What sections should be included in a Warrant Release Form?

What sections are optional to include in a Warrant Release Form?

What schedules should be included in a Warrant Release Form?

Authors

Alex Denne

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