The Membership Interest Purchase Agreement is a crucial document used in M&A transactions involving Dutch private companies where membership interests are being transferred from one party to another. This agreement is specifically tailored to comply with Dutch legal requirements, including the mandatory involvement of a civil law notary for the transfer of membership interests. The document serves as the primary transaction document that governs the terms of sale, including purchase price, payment terms, representations and warranties, and closing conditions. It's particularly important in private company transactions where shares are not publicly traded, and the transfer requires careful documentation of all agreed terms and conditions. The agreement must address specific Dutch law considerations such as works council requirements, registration with the Commercial Register (Handelsregister), and compliance with corporate governance requirements under the Dutch Civil Code.
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1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose membership interests are being transferred
2. Background: Context of the transaction, including description of the Company and the membership interests being sold
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the membership interests being sold and basic purchase obligation
5. Purchase Price: Specification of purchase price, payment terms, and any adjustments
6. Closing: Closing mechanics, timing, and deliverables
7. Conditions Precedent: Conditions that must be satisfied before closing obligations become binding
8. Seller's Warranties: Representations and warranties regarding the seller, company, and membership interests
9. Buyer's Warranties: Representations and warranties regarding the buyer and its ability to complete the transaction
10. Pre-Closing Covenants: Obligations of the parties between signing and closing
11. Indemnification: Terms for compensation for losses arising from breaches or specified events
12. Confidentiality: Provisions regarding confidential information and public announcements
13. Tax Matters: Allocation of tax liabilities and obligations
14. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Seller Financing: Include when part of the purchase price is paid through promissory notes or installments
2. Security Arrangements: Include when there are pledges or other security interests being created
3. Non-Competition: Include when sellers are subject to non-compete restrictions
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Works Council Provisions: Include when works council consultation is required
6. Regulatory Compliance: Include when specific regulatory approvals are needed
7. Tag-Along/Drag-Along Rights: Include when there are multiple sellers or remaining members
8. Transition Services: Include when post-closing services are needed from seller
9. Employee Matters: Include when specific employee-related arrangements are part of the transaction
1. Membership Interests Details: Detailed description of the membership interests being transferred
2. Company Information: Details about the Company's corporate structure, subsidiaries, and operations
3. Purchase Price Calculation: Detailed methodology for calculating and adjusting the purchase price
4. Closing Deliverables: List of all documents and items to be delivered at closing
5. Disclosed Information: List of information disclosed against the warranties
6. Required Consents: List of third-party and governmental consents required
7. Encumbrances: Details of any existing encumbrances on the membership interests
8. Material Contracts: List and copies of material contracts of the Company
9. Real Estate: Details of owned and leased real estate
10. Intellectual Property: Schedule of IP rights owned or licensed by the Company
11. Form of Transfer Deed: Form of notarial deed required under Dutch law for the transfer
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