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Share Allotment Agreement Template for Netherlands

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Key Requirements PROMPT example:

Share Allotment Agreement

"I need a Share Allotment Agreement under Dutch law for issuing 10,000 ordinary shares to a strategic investor at €50 per share, with completion scheduled for March 15, 2025, including standard anti-dilution and tag-along rights."

Document background
The Share Allotment Agreement is a crucial document in Dutch corporate practice, used when a company issues new shares to either existing shareholders or new investors. It's commonly utilized in various scenarios including capital raising rounds, employee share schemes, corporate restructurings, or strategic investments. The agreement must comply with Dutch corporate law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek) and the company's articles of association. It typically includes detailed provisions about the share issuance, payment terms, warranties, and completion mechanics, along with necessary corporate approvals and filings with the Dutch Commercial Register. This document is essential for maintaining proper corporate records and ensuring the validity of share issuances under Dutch law.
Suggested Sections

1. Parties: Identification of the company issuing the shares and the subscriber(s)

2. Background: Context of the share allotment, including corporate authorizations and share capital structure

3. Definitions: Key terms used throughout the agreement

4. Agreement to Allot and Subscribe: Core provisions regarding the number and class of shares being allotted and the subscriber's agreement to take them

5. Consideration: Details of the subscription price and payment terms

6. Completion: Mechanics and timing of the share allotment completion

7. Company's Obligations: Company's commitments including updating registers, issuing share certificates, and making necessary filings

8. Subscriber's Warranties: Basic warranties from the subscriber regarding capacity and authority

9. Company's Warranties: Basic warranties from the company regarding authority and valid issuance

10. Notices: Process for giving formal notices under the agreement

11. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

12. Execution: Signature blocks and execution formalities

Optional Sections

1. Conditions Precedent: Required when completion is subject to certain conditions being satisfied

2. Pre-emptive Rights Waiver: Needed when existing shareholders have waived their pre-emptive rights

3. Board Approval: Specific section required when board approval is a condition of the allotment

4. Anti-dilution Protection: Include when subscribers are being granted anti-dilution rights

5. Tag-Along Rights: Required when subscribers are being granted tag-along rights

6. Lock-up Provisions: Include when there are restrictions on transfer of the allotted shares

7. Shareholder Approval: Required when shareholder approval is needed under articles or shareholders' agreement

Suggested Schedules

1. Share Subscription Form: Formal application for shares in format required under Dutch law

2. Corporate Authorizations: Copies of relevant board and shareholder resolutions

3. Particulars of Shares: Detailed description of the shares being allotted including rights and restrictions

4. Form of Share Certificate: If physical share certificates are to be issued, the form they will take

5. Payment Details: Bank account and payment instruction details

6. Warranties: Detailed warranties if too extensive for main agreement

7. Existing Articles of Association: Current articles showing share capital and share rights

Authors

Alex Denne

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

Relevant legal definitions






























Clauses






























Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Start-ups

Private Equity

Venture Capital

Relevant Teams

Legal

Finance

Corporate Secretariat

Human Resources

Compliance

Executive Management

Corporate Development

Investment

Administration

Corporate Governance

Relevant Roles

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Chief Financial Officer

Financial Director

Corporate Finance Manager

Investment Manager

Compliance Officer

Board Member

Managing Director

CEO

HR Director

Equity Compensation Manager

Corporate Governance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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