The Company Acquisition Contract is a fundamental transaction document used in mergers and acquisitions under Dutch law. It is employed when one company intends to acquire another entity, either through share purchase or asset transfer. The document comprehensively addresses all aspects of the transaction, from initial purchase terms to post-completion obligations. It must comply with specific Dutch legal requirements, including the Dutch Civil Code (Burgerlijk Wetboek), Works Councils Act, and Competition Act. The contract typically includes detailed provisions for purchase price mechanisms, warranties, indemnities, conditions precedent, and completion mechanics. It's particularly crucial for ensuring compliance with Dutch corporate governance requirements, employee rights protection, and competition regulations. The document serves as the cornerstone of the acquisition process, supported by extensive due diligence and various ancillary agreements.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the buyer, seller, and any guarantors or other relevant parties
2. Background: Context of the transaction, including brief description of the target company and purpose of the acquisition
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets) and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanisms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including actions and deliverables required at completion
9. Warranties: Seller's representations and warranties about the business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Tax-related warranties and indemnities
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
13. Non-Competition and Non-Solicitation: Post-completion restrictions on seller's competitive activities
14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
15. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Employee Matters: Specific provisions regarding employees and works council requirements - required if there are significant employment considerations
2. Real Estate: Specific provisions for real estate transfers - required if company owns significant property assets
3. Intellectual Property: Detailed IP transfer provisions - required for technology companies or IP-heavy businesses
4. Environmental Matters: Environmental warranties and indemnities - required for manufacturing or industrial businesses
5. Regulatory Compliance: Specific regulatory compliance provisions - required for regulated industries
6. Earn-out Provisions: Detailed earn-out mechanics - required if part of purchase price is contingent on future performance
7. Bank Financing: Provisions relating to third-party financing - required if purchase is leveraged
8. Post-Completion Services: Transitional service arrangements - required if seller will provide services post-completion
1. Schedule 1 - Company Details: Detailed information about the target company including corporate information and capital structure
2. Schedule 2 - Properties: List and details of all real estate owned or leased by the company
3. Schedule 3 - Intellectual Property: Schedule of all IP rights owned or licensed by the company
4. Schedule 4 - Material Contracts: List and summary of all material contracts
5. Schedule 5 - Employees: List of employees and their key employment terms
6. Schedule 6 - Warranties: Detailed warranties about the business
7. Schedule 7 - Tax Covenant: Detailed tax indemnity provisions
8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion
9. Schedule 9 - Completion Accounts: Format and principles for preparation of completion accounts
10. Appendix A - Form of Resignation Letters: Template resignation letters for outgoing directors
11. Appendix B - Form of Board Resolutions: Template board resolutions required for completion
12. Appendix C - Disclosure Letter: Seller's disclosures against the warranties
Find the exact document you need
Real Estate Purchase Letter Of Intent
A preliminary agreement under Dutch law outlining the intended terms and conditions for a real estate purchase transaction.
Download
Merger And Acquisition Agreement
A Dutch law-governed agreement documenting the terms and conditions of a corporate merger or acquisition transaction.
Download
Letter Of Intent Share Purchase Agreement
A Dutch law-governed preliminary document outlining proposed terms and conditions for a share purchase transaction, combining binding and non-binding provisions.
Download
Company Acquisition Contract
A Dutch law-governed agreement detailing the terms and conditions for acquiring a company, including purchase terms, warranties, and regulatory compliance requirements.
Download
Acquisition Term Sheet
A preliminary document under Dutch law outlining key terms and conditions for a proposed acquisition transaction, serving as the basis for detailed transaction documentation.
Download
Acquisition Purchase Agreement
Dutch law-governed agreement documenting the terms and conditions of a business acquisition, including purchase terms, warranties, and specific Dutch legal requirements.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)