Legal Statutenwijziging

Legal Statutenwijziging

This Statutenwijziging (the Agreement) is made on Day: Month: Year: , by and between Company Name: , Registration Number: , Registered Office: (hereinafter "Company"), and Shareholder Name: , Representative: (hereinafter "Shareholder").

RECITALS

WHEREAS, the Company is a corporation duly organized and existing under applicable law and currently governed by its articles of association (the Articles);

WHEREAS, the Board of Directors and the Shareholder have determined that it is desirable and in the best interests of the Company that certain provisions of the Articles be amended as set forth in this Agreement;

WHEREAS, all corporate and shareholder approvals required to effect the amendments described herein have been obtained or will be obtained in accordance with applicable law and the Articles prior to the Effective Date specified below.

NOW THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties hereby agree as follows:

1. Definitions

1.1. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Articles unless the context requires otherwise.

2. Amendment of the Articles

2.1. The parties agree that the Articles shall be amended as set forth in this Section 2. Article number(s) to be amended:

Change of Company Name
Amendment of Corporate Purpose
Change in Share Capital (nominal or authorized)
Change of Registered Office
Other (describe below)

3. Text of Amended Article(s)

4. Effective Date and Filing

4.1. The amendments set forth in this Agreement shall become effective on the Effective Date: , or upon such later date as required by applicable law following registration or notarial authentication.

4.2. The Company shall procure, at its expense, all filings, notarial authentications and registrations necessary to give full legal effect to the amendments, including the preparation and filing of any required notarial deed or registration statement.

5. Share Capital and Shareholder Matters

5.1. If the amendment effects a change to the share capital, the new share capital shall be: and the number and par value of shares shall be adjusted accordingly.

5.2. Any issuance, conversion, cancellation or reclassification of shares required by the amendment shall be carried out in accordance with the Articles and applicable law and shall not prejudice existing preemptive rights except as expressly stated in this Agreement.

6. Representations and Warranties

6.1. Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate or shareholder action.

6.2. The parties warrant that, to their knowledge, the amendments will not violate any law, court order or agreement to which they are subject, and no other consent is required except as disclosed in writing to the other party.

7. Notices

All notices and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other addresses as either party may designate by written notice to the other.

8. Governing Law; Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is incorporated. The parties submit to the exclusive jurisdiction of the competent courts of that jurisdiction for any dispute arising out of or in connection with this Agreement.

9. Entire Agreement; Severability

9.1. This Agreement, together with any exhibits and the amended Articles upon filing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

9.2. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10. Amendments; Waiver; Counterparts

10.1. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10.2. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

10.3. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument; electronic or facsimile signatures shall be effective as originals.

11. Certifications

Each signatory below certifies, represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign, that all corporate or other approvals required for such execution have been obtained, and that the information provided herein is true and correct as of the date of execution.

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