Equity Purchase Contract

Equity Purchase Contract Template for Netherlands

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Key Requirements PROMPT example:

"I need an Equity Purchase Contract under Dutch law for the acquisition of a technology startup, where the purchase price is €5 million with a 20% earn-out component based on 2025 performance targets, and including robust IP protection clauses."

Document background

The Equity Purchase Contract serves as the primary transaction document for share acquisitions under Dutch law, whether for partial or complete ownership transfers of companies. This document is essential when acquiring shares in Dutch companies (particularly BVs and NVs) and must comply with specific requirements of Dutch corporate law, including the Dutch Civil Code and Financial Supervision Act where applicable. It typically follows extensive due diligence and negotiations, incorporating comprehensive warranties, indemnities, and conditions specific to the transaction. The document must be structured to accommodate Dutch notarial requirements for share transfers and often includes consideration of works council rights and competition law aspects. It's particularly crucial for both domestic and cross-border transactions involving Dutch entities, requiring careful attention to local regulatory requirements while maintaining international best practices in M&A transactions.

Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and registered addresses

2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including description of shares being sold and purchase price

5. Purchase Price: Detailed provisions on consideration, payment mechanics, and any price adjustment mechanisms

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 requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the shares, target company, and business

10. Limitations on Liability: Limitations on warranty claims and general liability of the parties

11. Tax Indemnity: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notifications: Process for giving notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

15. Signing: Execution blocks for all parties

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Security for Claims: Include when specific security (e.g., escrow, bank guarantee) is required for warranty claims

3. Non-Competition: Include when sellers are restricted from competing post-completion

4. Employee Matters: Include when specific arrangements for key employees or employee benefits are needed

5. Intellectual Property: Include when IP transfer or protection requires specific attention

6. Real Estate: Include when target company has significant real estate assets requiring specific provisions

7. Transitional Services: Include when seller will provide services to target company post-completion

8. Break Fee: Include when parties agree on compensation if deal fails under specific circumstances

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. The Shares: Detailed description of shares being transferred

3. Warranties: Full set of warranties given by the seller

4. Disclosure Letter: Exceptions and qualifications to the warranties

5. Completion Requirements: Detailed list of documents and actions required at completion

6. Properties: Details of real estate owned or leased by the target company

7. Intellectual Property Rights: List of IP rights owned or licensed by the target company

8. Material Contracts: Summary of key contracts affecting the business

9. Employee Information: Details of employees and their terms of employment

10. Data Room Index: Index of documents provided in due diligence

11. Accounts: Recent financial statements of the target company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Professional Services

Retail

Energy

Transportation

Construction

Agriculture

Telecommunications

Media & Entertainment

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Risk Management

Compliance

Treasury

Tax

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Manager

Business Development Director

Corporate Secretary

Finance Director

Legal Counsel

Transaction Manager

Investment Banker

Private Equity Manager

Strategy Director

Risk Manager

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