The Company Share Purchase Agreement is a fundamental transaction document used in corporate acquisitions under Dutch law. It is employed when one 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 and potential works council consultation obligations. It typically includes detailed provisions on purchase price mechanisms, warranties about the target company's condition, indemnities for specific risks, pre-closing covenants, and completion mechanics. The document is crucial for both private and public company acquisitions, though public company transactions may require additional regulatory compliance. This agreement type is essential for documenting the parties' rights and obligations, managing transaction risks, and ensuring a legally compliant share transfer process in the Netherlands.
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1. Parties: Identification of the Seller(s), Purchaser(s) and the Target Company
2. Background: Context of the transaction and brief description of the Target Company
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and condition precedents
5. Purchase Price: Purchase price, payment terms, and adjustment mechanisms
6. Completion: Mechanics and requirements for closing the transaction
7. Seller's Warranties: Standard warranties regarding the shares, target company, and business
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity and authority
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Pre-Completion Obligations: Conduct of business requirements between signing and completion
11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public statements
12. Tax Matters: Tax covenants, indemnities and related provisions
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
3. Non-Competition and Non-Solicitation: Include when restricting seller's future competitive activities
4. Intellectual Property Rights: Include when IP is a crucial asset requiring specific provisions
5. Real Estate: Include when property ownership/leasing is material to the transaction
6. Environmental Matters: Include for businesses with significant environmental risks or obligations
7. Bank Financing: Include when purchase is contingent on external financing
8. Transitional Services: Include when seller will provide post-completion services
9. Works Council Provisions: Include when Dutch works council approval is required
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Detailed seller's warranties about the business
4. Disclosed Information: List of disclosure documents and data room contents
5. Properties: Details of owned and leased real estate
6. Intellectual Property: List of IP rights owned and licensed by the target
7. Material Contracts: Summary of key commercial agreements
8. Employee Information: Details of employment terms, benefits, and pension arrangements
9. Tax Covenant: Detailed tax indemnity provisions
10. Completion Accounts: Format and preparation requirements for completion accounts
11. Bank Accounts: Details of company bank accounts and signatories
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