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Company Acquisition Agreement Template for Netherlands

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Key Requirements PROMPT example:

Company Acquisition Agreement

"I need a Company Acquisition Agreement under Dutch law for the purchase of a technology company, including specific provisions for intellectual property protection and an earn-out mechanism based on revenue targets through March 2025."

Document background
The Company Acquisition Agreement is a fundamental transaction document used in corporate acquisitions under Dutch law. It is employed when one entity seeks to acquire another company, either through purchasing shares or assets. The agreement must comply with Dutch legal requirements, including specific provisions of the Dutch Civil Code (Burgerlijk Wetboek) and corporate law regulations. It contains detailed provisions covering all aspects of the transaction, from initial purchase terms to post-completion obligations. The document typically involves substantial due diligence findings, requires notarial execution for share transfers, and may need to address works council requirements. It serves as the primary reference point for all parties throughout the transaction and any post-completion disputes or claims.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

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

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

4. Sale and Purchase: Core transaction provisions detailing what is being sold (shares/assets) and the basic agreement to sell and purchase

5. Purchase Price: Specification of consideration, including payment terms, adjustments, and earn-out provisions if applicable

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 to be taken

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

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

11. Tax Covenant: Specific provisions relating to tax matters and allocations of tax liabilities

12. Confidentiality and Announcements: Provisions regarding confidentiality of transaction and public announcements

13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable

14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

Optional Sections

1. Real Estate: Required when the target company owns significant real estate assets, detailing property-specific warranties and obligations

2. Intellectual Property: Detailed IP provisions when the target company has significant IP assets

3. Environmental Matters: Required for companies with environmental risks or compliance obligations

4. Employee Matters: Detailed provisions about employees when there are significant employment considerations

5. Competition Law Compliance: Required when the transaction meets merger control thresholds

6. Data Protection: Detailed provisions when the target processes significant personal data

7. Bank Financing: Required when the purchase is subject to external financing arrangements

8. Non-Competition: Non-compete and non-solicitation provisions where required for business protection

9. Works Council: Required when Dutch works council consultation is necessary

10. Earn-out Provisions: Detailed earn-out mechanics when part of purchase price is contingent on future performance

Suggested Schedules

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

2. Warranties: Detailed warranties given by the seller

3. Properties: List and details of real estate owned or leased

4. Intellectual Property Rights: List of IP rights owned or licensed

5. Material Contracts: Summary of key commercial contracts

6. Employees: List of employees and their key terms of employment

7. Completion Requirements: Detailed list of completion deliverables

8. Permitted Leakage: List of permitted value extractions in locked box deals

9. Data Room Index: Index of due diligence materials provided

10. Accounting Principles: Specific accounting treatments and policies

11. Form of Completion Documents: Templates of documents required at completion

12. Disclosure Letter: Specific disclosures against warranties

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

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Agriculture

Transportation

Media & Entertainment

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Risk Management

Compliance

Tax

Human Resources

Strategy

Business Development

Executive Leadership

Board of Directors

Company Secretariat

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Lawyer

Legal Director

Finance Director

Corporate Development Director

Investment Banker

Due Diligence Officer

Integration Manager

Risk Manager

Company Secretary

Board Member

Managing Director

Transaction Manager

Business Development Executive

Financial Controller

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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