The Stock Sale Agreement is a fundamental transaction document used in mergers and acquisitions under Dutch law when transferring ownership of a company through a share sale. This document is essential when a party wishes to acquire ownership of a target company by purchasing its shares from existing shareholders. It contains detailed provisions covering the transaction structure, purchase price and adjustment mechanisms, conditions precedent, representations and warranties, indemnities, and closing requirements. The agreement must comply with Dutch corporate law requirements, including specific formalities for share transfers, potential works council consultation requirements, and regulatory approvals where applicable. It's typically used in both private and public company transactions, though public company transactions may require additional regulatory compliance. The document serves as the cornerstone agreement that governs the entire share transfer process and post-closing obligations of the parties.
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1. Parties: Identification of the seller(s), purchaser(s) and target company
2. Background: Context of the transaction, including description of the target company and shares being sold
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before closing can occur
6. Pre-Closing Obligations: Obligations of parties between signing and closing, including conduct of business requirements
7. Closing: Mechanics and requirements for completing the transaction
8. Seller's Warranties: Representations and warranties regarding the seller and the shares
9. Business Warranties: Representations and warranties regarding the target company and its business
10. Purchaser's Warranties: Representations and warranties from the purchaser
11. Limitations on Liability: Limitations on warranty claims and other liability provisions
12. Indemnities: Specific indemnities for identified risks or liabilities
13. Confidentiality: Obligations regarding confidential information
14. Announcements: Requirements for public announcements about the transaction
15. Notices: Process for formal communications between parties
16. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.
1. Locked Box: Used when using a locked box mechanism instead of completion accounts
2. Earn-out: Include when part of purchase price is contingent on future performance
3. Seller Financing: Required if part of purchase price is deferred or financed by seller
4. Non-Competition: Include when sellers are subject to non-compete obligations
5. Transfer of Loans: Required if shareholder loans are being transferred
6. Workers Council: Include when Works Council consultation is required
7. Tag-Along Rights: Used in partial sales where remaining shareholders have tag rights
8. Regulatory Approvals: Include when transaction requires specific regulatory approvals
9. Real Estate Matters: Include when target company has significant real estate holdings
10. Intellectual Property: Used when IP assets are material to the transaction
1. Details of the Target Company: Corporate information, shareholding structure, subsidiaries
2. The Shares: Detailed description of shares being transferred
3. Purchase Price Calculation: Detailed methodology for calculating final purchase price
4. Closing Requirements: Detailed list of closing deliverables and requirements
5. Warranty Schedule: Detailed warranties about the business
6. Disclosure Schedule: Exceptions and qualifications to warranties
7. Properties: List of real estate owned or leased by target company
8. Material Contracts: List of important contracts of target company
9. Intellectual Property: List of IP rights owned or licensed by target company
10. Employees: Information about key employees and employment terms
11. Permitted Leakage: List of permitted payments in locked box period
12. Data Room Index: Index of due diligence materials provided
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