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Shareholder Purchase Agreement

Shareholder Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Shareholder Purchase Agreement

"I need a Shareholder Purchase Agreement under Dutch law for the acquisition of a mid-sized technology company, where we'll need specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

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Document background
The Shareholder Purchase Agreement is a crucial document used in corporate transactions under Dutch law when transferring ownership of shares from one party to another. It is particularly important in mergers and acquisitions, corporate restructuring, and investment transactions. The document must comply with Dutch legal requirements, including those set forth in the Dutch Civil Code (Burgerlijk Wetboek), particularly Book 2 regarding corporate entities. It typically includes detailed provisions about the transaction structure, warranties, representations, indemnities, and specific Dutch legal requirements such as notarial deed requirements for certain types of share transfers. The agreement serves to protect both parties' interests while ensuring regulatory compliance and proper documentation of the transaction terms.
Suggested Sections

1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current ownership structure and purpose of the transfer

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

7. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

8. Warranties: Seller's representations and warranties about the company and the shares

9. Warranty Limitations: Limitations on warranty claims, including time limits and financial thresholds

10. Tax Indemnity: Specific indemnities relating to tax matters

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

13. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of shares

2. Drag-Along Rights: Include when majority shareholders need right to force minorities to join in sale

3. Non-Competition: Include when sellers need to be restricted from competing post-completion

4. Earn-out Provisions: Include when part of purchase price is contingent on future performance

5. Security for Claims: Include when purchase price is deferred or warranties need specific security

6. Works Council Provisions: Include when target company has a works council requiring consultation

7. Regulatory Approvals: Include when transaction requires specific regulatory clearances

8. Intellectual Property Rights: Include when IP is a crucial asset requiring specific provisions

9. Employee Matters: Include when specific employee-related provisions are necessary

Suggested Schedules

1. Details of the Company: Corporate information, shareholding structure, and subsidiaries

2. Completion Obligations: Detailed list of actions and documents required at completion

3. Warranties: Detailed warranties about the company, business, and shares

4. Disclosed Information: List of information disclosed against the warranties

5. Properties: Details of real estate owned or leased by the company

6. Intellectual Property: List of IP rights owned or licensed by the company

7. Material Contracts: Summary of key commercial contracts

8. Employee Information: Details of employment terms, benefits, and pension arrangements

9. Tax Covenant: Detailed tax indemnity provisions and mechanisms

10. Data Room Index: Index of documents provided during due diligence

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business
Business Day
Civil Code
Claim
Completion
Completion Date
Confidential Information
Consideration
Data Room
Deed of Transfer
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Financial Year
Group
Intellectual Property Rights
Knowledge
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notary
Notarial Deed
Parties
Permits
Purchase Price
Purchaser
Related Persons
Relevant Period
Sale Shares
Seller
Seller's Account
Seller's Warranties
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Return
Third Party
Transaction
Transaction Documents
Transfer
Warranty
Warranty Claim
Works Council
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Warranty Limitations
Indemnification
Tax Matters
Non-Competition
Confidentiality
Employee Matters
Intellectual Property
Data Protection
Works Council
Corporate Governance
Share Transfer Mechanics
Regulatory Compliance
Anti-corruption
Force Majeure
Material Adverse Change
Termination
Announcements
Assignment
Costs and Expenses
Notices
Amendments
Severability
Waiver
Third Party Rights
Further Assurance
Entire Agreement
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Healthcare

Retail

Energy

Professional Services

Transportation

Media and Entertainment

Agriculture

Construction

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Compliance

Corporate Secretariat

Business Development

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Managing Director

Finance Director

Corporate Development Manager

M&A Director

Investment Manager

Business Development Director

Compliance Officer

Board Member

Shareholder

Legal Counsel

Transaction Manager

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Primary legislation governing corporate entities, share transfers, and corporate governance in the Netherlands. Contains fundamental rules about share transfers, shareholder rights, and corporate structure.
Dutch Civil Code Book 3 (Burgerlijk Wetboek Boek 3): General provisions of property law, including transfer of ownership and security rights, which are relevant for share transfers.
Dutch Civil Code Book 6 (Burgerlijk Wetboek Boek 6): General provisions of contract law, including formation of contracts, validity, and general terms and conditions.
Financial Supervision Act (Wet op het financieel toezicht - Wft): Relevant for larger transactions or listed companies, governing financial markets and supervision requirements.
Competition Act (Mededingingswet): May be relevant if the share purchase requires merger control clearance or involves competition law considerations.
Works Councils Act (Wet op de ondernemingsraden): May be relevant if the target company has a works council, as their advice might be required for the transaction.
General Data Protection Regulation (GDPR/AVG): Relevant for data protection aspects of the transaction, particularly during due diligence and information sharing.
Corporate Income Tax Act (Wet op de vennootschapsbelasting): Important for tax implications of the share transfer and structure of the transaction.
Dividend Tax Act (Dividendbelasting): Relevant for provisions regarding dividend rights and potential dividend tax implications.
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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