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Common Stock Purchase Agreement
"I need a Common Stock Purchase Agreement under Dutch law for the acquisition of 25% shareholding in a tech startup by our venture capital firm, with provisions for board representation and anti-dilution rights."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total purchase price
5. Purchase Price and Payment: Payment terms, method, and timing of payment
6. Closing: Conditions precedent, closing mechanics, and deliverables
7. Representations and Warranties of Seller: Seller's statements regarding authority, share ownership, and company status
8. Representations and Warranties of Purchaser: Purchaser's statements regarding authority and ability to complete transaction
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Indemnification: Terms for compensation in case of breach or losses
11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sale of majority stakes
2. Drag-Along Rights: Include when majority shareholders want right to force minority to join in sale
3. Anti-dilution Provisions: Include when protecting against future dilution of ownership percentage
4. Multiple Closings: Include when purchase will occur in multiple tranches
5. Board Appointment Rights: Include when purchase includes rights to appoint board members
6. Registration Rights: Include for potential future public offering scenarios
7. Non-Competition and Non-Solicitation: Include when seller must be restricted from competing activities
8. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
1. Schedule 1 - Share Details: Detailed description of shares being sold, including class, rights, and certificate numbers
2. Schedule 2 - Company Information: Key company details including corporate structure, subsidiaries, and material contracts
3. Schedule 3 - Disclosure Schedule: Exceptions to representations and warranties
4. Schedule 4 - Required Consents: List of third-party consents needed for transaction
5. Schedule 5 - Encumbrances: List of any existing liens or encumbrances on the shares
6. Appendix A - Form of Share Transfer Deed: Standard Dutch law form for transfer of shares
7. Appendix B - Shareholders' Resolution: Required corporate approvals for the transaction
8. Appendix C - Board Resolution: Board approval of the transaction
Authors
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Energy
Retail
Professional Services
Telecommunications
Life Sciences
Industrial
Consumer Goods
Media and Entertainment
Legal
Finance
Corporate Development
Mergers & Acquisitions
Treasury
Compliance
Corporate Secretariat
Investment
Business Development
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Business Development Director
Mergers & Acquisitions Director
Corporate Secretary
Finance Director
Legal Counsel
Investment Banker
Private Equity Manager
Venture Capital Manager
Transaction Manager
Corporate Development Manager
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