Simple Merger Agreement Template for Netherlands

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Key Requirements PROMPT example:

Simple Merger Agreement

"I need a Simple Merger Agreement under Dutch law for combining two tech companies, where the target company has significant intellectual property assets and a works council that needs to be consulted, with closing planned for March 2025."

Document background
The Simple Merger Agreement is designed for use in the Netherlands when two companies intend to combine their operations through a straightforward merger transaction. This document is particularly suitable when the merger structure is relatively uncomplicated and doesn't involve multiple jurisdictions or complex regulatory requirements. The agreement addresses all essential elements required under Dutch law, including corporate approvals, employee considerations, and competition aspects, while maintaining a more streamlined approach compared to complex cross-border mergers. A Simple Merger Agreement typically includes provisions for transfer of assets and liabilities, employee transitions, and necessary regulatory compliance, while being adaptable to various business sectors. It's structured to comply with Dutch Civil Code requirements and incorporates mandatory consultation procedures with works councils and trade unions where applicable.
Suggested Sections

1. Parties: Identification and details of the merging entities

2. Background: Context of the merger and brief description of the companies involved

3. Definitions: Key terms used throughout the agreement

4. Transaction Structure: Details of how the merger will be implemented

5. Purchase Price and Payment: Consideration, payment terms, and any adjustments

6. Closing Conditions: Prerequisites that must be met before the merger can be completed

7. Pre-Closing Covenants: Obligations of parties between signing and closing

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Indemnification: Protection and compensation mechanisms for breaches

10. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction for disputes

11. Miscellaneous: Standard provisions including notices, amendments, and severability

Optional Sections

1. Employee Matters: Used when there are significant employment considerations or transfers

2. Tax Matters: Included when specific tax structuring or implications need to be addressed

3. Intellectual Property: Required when IP assets are a significant part of the transaction

4. Competition Clearance: Needed when the merger requires regulatory approval

5. Post-Closing Covenants: Added when specific obligations continue after closing

6. Break-up Fee: Included when parties want to specify termination penalties

7. Transition Services: Used when one party will provide services to the other post-merger

Suggested Schedules

1. Corporate Information: Details of corporate structure, shareholders, and subsidiaries

2. Financial Statements: Recent financial information of both entities

3. Material Contracts: List and copies of significant agreements

4. Employee Information: Overview of workforce, key employees, and employment terms

5. Real Estate: Details of owned and leased properties

6. Intellectual Property: List of IP rights and registrations

7. Permits and Licenses: Overview of regulatory authorizations

8. Disclosure Schedule: Exceptions to representations and warranties

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Professional Services

Retail

Healthcare

Financial Services

Real Estate

Energy

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Human Resources

Compliance

Risk Management

Board Secretariat

Operations

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Counsel

Finance Director

Company Secretary

Integration Manager

HR Director

Risk Manager

Compliance 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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