The Private Equity Purchase Agreement is a sophisticated transaction document used in the Netherlands for private equity acquisitions of target companies or businesses. It serves as the primary agreement governing the sale and purchase of shares or assets, incorporating Dutch legal requirements while following international private equity practices. This document is essential when a private equity fund is acquiring a controlling stake in a Dutch company or a company with substantial Dutch operations. It addresses crucial elements such as purchase price mechanisms, earn-outs, warranty protection, liability caps, and specific Dutch legal considerations including works council consultation requirements and regulatory approvals. The agreement needs to comply with Dutch corporate law, particularly the Dutch Civil Code (Burgerlijk Wetboek), while also accommodating standard private equity investment terms and exit strategies.
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 of your docs
1. Parties: Identification of the seller(s), purchaser(s), and any guarantors or other relevant parties
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares/assets being sold and purchase price mechanics
5. Consideration: Detailed provisions regarding the purchase price, including payment terms, adjustments, and calculation methods
6. Conditions Precedent: Prerequisites that must be satisfied before completion can occur, including regulatory approvals
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing
9. Warranties: Seller's representations and warranties about the target company and business
10. Limitations on Liability: Limitations on warranty claims and other liability caps and exclusions
11. Tax Covenant: Specific provisions dealing with tax liabilities and indemnities
12. Confidentiality and Announcements: Provisions regarding transaction confidentiality and public communications
13. Non-Competition and Non-Solicitation: Restrictions on seller's competing activities post-completion
14. Further Assurance: Obligations to take additional actions necessary to implement the transaction
15. Assignment and Transfers: Provisions regarding ability to transfer rights and obligations under the agreement
16. Notices: Process and requirements for formal communications between parties
17. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
18. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Seller Financing: Included when the seller provides financing for part of the purchase price
3. Management Arrangements: Required when there are specific arrangements with continuing management
4. Transitional Services: Needed when seller will provide services to the target company post-completion
5. Environmental Indemnities: Included for transactions involving businesses with significant environmental risks
6. IP Transfer and Licensing: Required when specific intellectual property arrangements are needed
7. Real Estate Provisions: Included when real estate is a material part of the transaction
8. Works Council Provisions: Required when Dutch works council approval or consultation is needed
9. Minority Shareholder Rights: Needed when not acquiring 100% of the target company
10. Parent Company Guarantee: Included when parent company guarantees are required for either party
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Completion Obligations: Detailed list of actions and deliverables required at completion
3. Warranties: Detailed warranties about the target company, business, and assets
4. Properties: Details of owned and leased real estate
5. Intellectual Property: List of IP rights owned and licensed by the target company
6. Material Contracts: Summary of key commercial contracts
7. Employee Information: Details of employees, benefits, and pension arrangements
8. Purchase Price Adjustment Mechanism: Detailed procedures for calculating and agreeing adjustments
9. Data Room Index: List of documents disclosed during due diligence
10. Disclosure Letter: Specific disclosures against the warranties
11. Form of Resignation Letters: Template resignation letters for outgoing directors
12. Form of Powers of Attorney: Template powers of attorney required for completion
13. Tax Deed: Detailed tax covenant and tax-related provisions
14. Completion Accounts Principles: Accounting principles for preparation of completion accounts
Find the exact document you need
Simple Investment Agreement
A Dutch law-governed agreement setting out terms and conditions for an investment transaction, including share allocation and investor rights.
Download
Shareholders Agreement And Share Purchase Agreement
Dutch law agreement combining share purchase terms and ongoing shareholder relationships, governing both ownership transfer and corporate governance.
Download
Share Partner Agreement
A Dutch law-governed agreement establishing partnership terms and shareholder relationships, including ownership rights, management, and exit provisions.
Download
Private Investment Agreement
A Dutch law-governed agreement establishing terms and conditions for private investment, including investment structure, rights, and obligations of all parties.
Download
Shareholders Agreement And Share Subscription Agreement
A Dutch law-governed agreement combining share subscription terms and ongoing shareholder relationships, including governance and share transfer provisions.
Download
Memorandum Of Agreement For Investment
A Dutch law-governed agreement that establishes the terms and conditions for an investment transaction, including investment amount, rights, and obligations of all parties.
Download
Term Sheet Share Purchase Agreement
A preliminary document under Dutch law outlining key terms and conditions for a proposed share acquisition transaction.
Download
Startup Investment Term Sheet
A Dutch law-governed document outlining key terms and conditions for startup investment, serving as a framework for definitive investment agreements.
Download
Share Allotment Agreement
A Dutch law-governed agreement documenting the terms and conditions for the issuance of new shares in a Dutch company to subscribers.
Download
Preference Share Subscription Agreement
Dutch law agreement governing the subscription and issuance of preference shares, including share rights, warranties, and completion requirements.
Download
Preference Share Agreement
A Dutch law agreement governing the issuance of preference shares, establishing investor rights, economic privileges, and governance terms under Dutch corporate law.
Download
Loss Share Agreement
A Dutch law-governed agreement establishing terms for sharing financial losses between parties, typically used in financial services and banking sectors.
Download
Investment Agreement For Small Business
Dutch law-governed agreement setting out terms for investment in a small business, including investment amount, equity allocation, and mutual protections.
Download
Agreement For Transfer Of Shares
A Dutch law-governed agreement facilitating the formal transfer of company shares from a seller to a buyer, requiring notarial execution.
Download
Designated Investment Agreement
Dutch law-governed agreement establishing terms and conditions for designated investments, including investor rights, obligations, and regulatory compliance.
Download
Preferred Equity Agreement
A Dutch law agreement governing the issuance of preferred shares, establishing investor rights and preferences in accordance with Dutch corporate law requirements.
Download
Artist Investment Agreement
A Dutch law-governed agreement establishing terms for investment in an artist's work or career, including revenue sharing and mutual obligations.
Download
Simple Agreement For Future Equity
A Dutch law-governed SAFE agreement for early-stage startup investment, providing future equity rights under Netherlands jurisdiction.
Download
Private Equity Purchase Agreement
A Dutch law-governed agreement for the acquisition of a company by a private equity investor, setting out transaction terms, warranties, and completion mechanics.
Download
Limited Partnership Term Sheet
A Dutch law-governed term sheet outlining key terms and conditions for establishing a limited partnership (Commanditaire Vennootschap) in the Netherlands.
Download
Finder's Fee Agreement For Investment Capital
Dutch law-governed agreement setting terms for finder's services in securing investment capital, including fee structure and regulatory compliance requirements.
Download
Real Estate Investment Partnership Agreement
Dutch law-governed agreement establishing a partnership structure for real estate investments, defining partner relationships, capital arrangements, and management responsibilities.
Download
Cornerstone Investment Agreement
A Dutch law agreement governing the terms of a cornerstone investor's significant investment in a company, typically in connection with an IPO or major financing round.
Download
Foreign Investment Agreement
Dutch-law governed agreement structuring foreign investment into Dutch entities, incorporating national and EU investment screening requirements.
Download
Equity Stake Agreement
A Dutch law agreement governing the sale and transfer of company shares, including terms, conditions, and statutory requirements under Netherlands jurisdiction.
Download
Stock Agreement
A Dutch law-governed agreement detailing the terms and conditions for share transactions, including transfer mechanisms, warranties, and shareholder rights.
Download
Profit Sharing Agreement For Investors
Dutch-law governed agreement establishing profit sharing arrangements between a company and investors, including investment terms and distribution mechanisms.
Download
Future Purchase Agreement
A Dutch law-governed agreement establishing terms for a future purchase, including price, delivery date, and essential conditions.
Download
Startup Investment Agreement
Dutch law-governed agreement for equity investment in startups, outlining investment terms, shareholding rights, and investor protections.
Download
Investment Guarantee Agreement
A Dutch law-governed agreement establishing investment guarantee terms between a guarantor and investor, providing protection against specified investment risks.
Download
Equity Commitment Letter
A Dutch law-governed binding commitment letter documenting an investor's obligation to provide equity funding for a specific transaction, subject to agreed terms and conditions.
Download
Standby Equity Purchase Agreement
A Dutch law-governed agreement establishing an investor's commitment to purchase newly issued shares from a company on a standby basis, providing flexible access to capital.
Download
Stock Transfer Agreement
A Dutch law-governed agreement facilitating the transfer of shares between parties, setting out terms, conditions, and completion requirements under the Dutch Civil Code.
Download
Joint Venture Investment Agreement
A Dutch law-governed agreement establishing the terms and structure of a joint venture investment between multiple parties, including capital contributions, management, and exit provisions.
Download
Company Share Agreement
A Dutch law-governed agreement for the transfer of company shares, detailing sale terms, conditions, and shareholder rights and obligations.
Download
Stock Loan Agreement
A Dutch law-governed agreement establishing terms for securities lending transactions, including collateral arrangements and regulatory requirements under Dutch financial law.
Download
Share Lending Agreement
Dutch law-governed agreement for temporary transfer of securities between parties, with collateral arrangements and regulatory compliance requirements.
Download
Private Equity Agreement
A Dutch law-governed agreement establishing terms and conditions for private equity investment, including investment structure, governance, economic terms, and exit provisions.
Download
Real Estate Investment Agreement
Dutch law-governed agreement establishing terms and conditions for real estate investment transactions in the Netherlands.
Download
Repurchase Agreement
A Dutch law-governed agreement establishing the framework for securities repurchase transactions, incorporating local legal requirements and EU regulations.
Download
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s 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