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Stock Repurchase Agreement

Stock Repurchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Stock Repurchase Agreement

"I need a Stock Repurchase Agreement under Dutch law for our private BV company to repurchase 1,000 shares from a departing senior employee, with completion planned for March 2025 and payment in three installments."

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Document background
A Stock Repurchase Agreement is used when a Dutch company wishes to buy back its own shares from existing shareholders, whether for capital structure optimization, excess cash utilization, or employee share scheme management. The document must comply with strict requirements under Dutch law, particularly Articles 2:98 and 2:98a of the Dutch Civil Code for NVs (public companies) or Articles 2:207 and 2:207a for BVs (private companies), which set limits on share repurchases and specify conditions for their execution. The agreement includes detailed provisions on share valuation, payment mechanisms, and necessary corporate approvals, while ensuring compliance with capital maintenance rules and, for listed companies, market abuse regulations.
Suggested Sections

1. Parties: Identification of the company (purchaser) and the selling shareholder(s)

2. Background: Context of the share repurchase, including company details and reason for repurchase

3. Definitions: Key terms used throughout the agreement, including Share definitions, Purchase Price, Closing Date, etc.

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and basic mechanics of the transfer

5. Purchase Price and Payment: Detailed payment terms, timing, and payment method

6. Conditions Precedent: Required conditions before closing, including corporate approvals and compliance with Dutch law requirements

7. Closing: Mechanics and requirements for completion of the share transfer

8. Seller's Warranties: Representations about share ownership, authority to sell, and absence of encumbrances

9. Company's Warranties: Representations about corporate authority, compliance with Dutch law, and financial capacity

10. Tax Matters: Treatment of taxes arising from the transaction

11. Confidentiality: Obligations regarding transaction confidentiality

12. Notices: Communication procedures between parties

13. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement provisions

Optional Sections

1. Regulatory Compliance: Required for listed companies, addressing Market Abuse Regulation and Wft requirements

2. Shareholder Approval: Required if shareholder approval is needed under articles of association or Dutch law

3. Share Price Adjustment: Include if price is subject to adjustments based on specific metrics

4. Non-Competition: Include if seller is a significant shareholder or has management role

5. Multiple Sellers Provisions: Required when multiple shareholders are selling shares

6. Employee Matters: Include if seller is/was an employee and employment-related matters need addressing

7. Bank Financing: Include if repurchase is being financed through bank facilities

Suggested Schedules

1. Share Details: Detailed description of shares being repurchased, including share certificates numbers if applicable

2. Corporate Approvals: Copies of board resolutions, shareholder resolutions, and other corporate authorizations

3. Calculation of Purchase Price: If price involves complex calculations or adjustments

4. Form of Transfer Deed: Standard form deed of transfer compliant with Dutch law requirements

5. Warranties: Detailed warranties if too extensive for main agreement

6. Closing Checklist: List of all documents and actions required for closing

7. Company's Articles of Association: Current articles showing share transfer restrictions and repurchase provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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

Professional Services

Retail

Healthcare

Energy

Real Estate

Telecommunications

Consumer Goods

Industrial

Media & Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Corporate Governance

Investor Relations

Board Secretariat

Corporate Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Legal Director

Finance Director

Treasury Manager

Corporate Governance Officer

Compliance Officer

Legal Counsel

Board Member

Shareholder Relations Manager

Financial Controller

Corporate Development Director

Head of Investor Relations

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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