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Common Stock Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
The Common Stock Purchase Agreement is a crucial document used in Dutch corporate transactions for the sale and purchase of shares in a company. It is typically employed when investors or companies wish to acquire equity ownership in a Dutch entity, whether as part of a strategic investment, corporate restructuring, or expansion strategy. The agreement must conform to Dutch legal requirements, including mandatory notarial execution for share transfers, and addresses key aspects such as purchase price, payment mechanisms, representations and warranties, and closing conditions. This document is particularly important in the Netherlands due to specific corporate law requirements and governance structures, making it essential for both domestic and cross-border transactions. The agreement serves as the primary document governing the relationship between the selling shareholder(s) and the purchaser(s), establishing their respective rights, obligations, and protections under Dutch law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Financial Services

Healthcare

Real Estate

Energy

Retail

Professional Services

Telecommunications

Life Sciences

Industrial

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Treasury

Compliance

Corporate Secretariat

Investment

Business Development

Risk Management

Relevant Roles

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

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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