The Stock Purchase Agreement is a fundamental transaction document used in share acquisitions under Dutch law. It is employed when a party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. The agreement must comply with Dutch corporate law requirements, including specific formalities for share transfers, which often require execution before a Dutch civil law notary. The document covers crucial aspects such as purchase price mechanics, warranties about the target company's condition, pre-completion covenants, and post-completion obligations. It's particularly important to consider Dutch-specific elements such as works council rights, mandatory corporate approvals, and local market practice for warranty and indemnity provisions. The agreement serves as the primary document governing the relationship between buyers and sellers throughout the transaction process and often forms the basis for post-completion rights and obligations.
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1. Parties: Identification of the Seller(s), Purchaser(s) and any other parties to the agreement
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's representations and warranties about the company and shares
10. Liability and Indemnities: Scope of seller's liability and specific indemnities
11. Limitations on Liability: Limitations on warranty claims and time periods for claims
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications
13. Tax Matters: Tax covenants, indemnities and allocation of tax risks
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific employee arrangements or protections are needed
3. Non-Competition: Include when seller needs to be restricted from competing post-completion
4. Transitional Services: Include when seller will provide services to company post-completion
5. Works Council Provisions: Include when Works Council consultation is required
6. Intellectual Property: Include when IP transfer or protection requires specific attention
7. Real Estate Matters: Include when company has significant real estate holdings
8. Bank Financing: Include when purchase is subject to external financing arrangements
1. Details of the Company: Corporate information, share capital, and subsidiaries
2. Warranties: Detailed seller warranties about the company and business
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Properties: Details of real estate owned or leased by the company
5. Intellectual Property Rights: List of IP owned or licensed by the company
6. Material Contracts: Summary of key commercial contracts
7. Employees: Information about key employees and employment terms
8. Accounts: Recent financial statements and management accounts
9. Data Room Index: Index of documents disclosed during due diligence
10. Disclosure Letter: Specific disclosures against the warranties
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