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Share And Asset Purchase Agreement

Share And Asset Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Share And Asset Purchase Agreement

"I need a Share and Asset Purchase Agreement under Dutch law for the acquisition of 100% shares in a technology company along with specific IP assets and manufacturing equipment, with completion planned for March 2025 and including earn-out provisions based on revenue targets."

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Document background
The Share and Asset Purchase Agreement (SAPA) is a sophisticated transaction document used when a buyer wishes to acquire both shares in a company and specific assets, structured under Dutch law. This type of agreement is particularly relevant when the transaction involves partial business transfers, carve-outs, or situations where certain assets need to be acquired directly rather than through share ownership. The document must comply with specific Dutch legal requirements, including notarial execution for share transfers, works council consultation requirements, and specific transfer mechanisms for assets. It includes comprehensive provisions covering purchase price adjustments, warranties, indemnities, employee transfers, and regulatory compliance. The SAPA is typically used in complex corporate transactions where a straightforward share purchase or asset purchase alone would not achieve the desired commercial outcome.
Suggested Sections

1. Parties: Identification of the seller(s), purchaser(s) and any guarantors

2. Background: Context of the transaction, including description of the target company and assets being transferred

3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms for both shares and assets, including what is being sold and purchased

5. Purchase Price: Consideration details, including amount, payment terms, 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 the transaction, including actions and deliverables

9. Warranties: Seller's representations and warranties regarding the shares, assets, and business

10. Limitations on Liability: Restrictions on the seller's liability under the warranties and indemnities

11. Tax Covenant: Tax-related provisions and allocations of responsibility

12. Employee Matters: Provisions relating to employees and employment contracts

13. Restrictive Covenants: Non-compete and non-solicitation provisions

14. Confidentiality: Obligations regarding transaction and business confidentiality

15. Announcements: Requirements for public statements about the transaction

16. Further Assurance: Obligations to take additional actions to give effect to the agreement

17. Notices: Process for formal communications between parties

18. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and assignment

19. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Seller Financing: Include when seller is providing financing for part of purchase price

3. Regulatory Approvals: Include when transaction requires specific regulatory clearances

4. Intellectual Property Rights: Include detailed IP provisions when significant IP assets are involved

5. Environmental Matters: Include when target has significant environmental exposures or compliance requirements

6. Real Estate Provisions: Include when significant real estate assets are part of transaction

7. Transitional Services: Include when seller will provide services to buyer post-completion

8. Parent Company Guarantee: Include when parent company guarantees are required

9. Break Fee: Include when parties agree to break fee arrangements

10. Works Council Provisions: Include specific provisions when Works Council approval is required

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries

2. Transferred Assets: Detailed list and description of assets being transferred

3. Excluded Assets: List of assets specifically excluded from the transfer

4. Properties: Details of real estate owned or leased

5. Intellectual Property: List of IP rights being transferred

6. Material Contracts: Key contracts affecting the business

7. Employee Information: Details of transferring employees and their terms

8. Warranties: Detailed warranties given by the seller

9. Tax Covenant: Detailed tax-related provisions and calculations

10. Completion Obligations: Detailed list of completion deliverables and actions

11. Form of Transfer Documents: Templates for share transfer forms and other transfer documents

12. Permitted Leakage: List of permitted value extractions in locked box mechanism

13. Working Capital Statement: Format and calculation rules for working capital adjustment

14. Data Room Index: Index of due diligence materials provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounts Date
Affiliate
Agreed Form
Agreement
Assets
Business
Business Day
Buyer
Claim
Completion
Completion Date
Completion Payment
Confidential Information
Consideration
Data Room
Disclosure Letter
Encumbrance
Environmental Laws
Environmental Permits
Excluded Assets
Financial Statements
Governmental Authority
Group
Group Companies
Intellectual Property Rights
Key Employees
Knowledge
Laws
Leakage
Locked Box Accounts
Locked Box Date
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notary
Notarial Deed
Parent Company
Parties
Permits
Permitted Leakage
Properties
Purchase Price
Regulatory Approvals
Related Persons
Relevant Period
Seller
Seller's Group
Shares
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Third Party
Transaction
Transaction Documents
Transferred Contracts
Transferred Employees
Warranties
Works Council
Working Capital
Working Capital Adjustment
Working Capital Target
Clauses
Share Purchase
Asset Transfer
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Completion Mechanics
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Environmental Warranties
Property Warranties
Employee Warranties
Intellectual Property Warranties
Indemnities
Limitations on Liability
Tax Covenant
Employee Matters
Works Council Consultation
Transfer of Undertaking
Asset Identification
Title Transfer
Intellectual Property Rights
Real Property
Leases
Material Contracts
Third Party Consents
Regulatory Compliance
Competition Law
Data Protection
Environmental Compliance
Non-Competition
Non-Solicitation
Confidentiality
Announcements
Force Majeure
Insurance
Bank Guarantees
Parent Company Guarantee
Further Assurance
Assignment
Amendments
Notices
Costs
Severability
Entire Agreement
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries

Manufacturing

Technology

Real Estate

Professional Services

Healthcare

Retail

Energy

Financial Services

Transportation

Construction

Agriculture

Telecommunications

Media

Hospitality

Education

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Tax

Human Resources

Compliance

Risk Management

Treasury

Operations

Business Development

Integration

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Finance Director

Business Development Director

Integration Manager

Due Diligence Manager

Transaction Manager

Legal Counsel

Company Secretary

Risk Manager

Compliance Officer

Human Resources Director

Tax Director

Treasury Manager

Operations Director

Industries
Dutch Civil Code Book 2 (Burgerlijk Wetboek Boek 2): Contains legal framework for corporate entities, share transfers, and corporate governance requirements
Dutch Civil Code Book 3 (Burgerlijk Wetboek Boek 3): General provisions on property law, including transfer of assets and legal acts
Dutch Civil Code Book 6 (Burgerlijk Wetboek Boek 6): General provisions on obligations and contracts, including formation, interpretation, and breach of contract
Dutch Competition Act (Mededingingswet): Regulates merger control and may require notification if certain turnover thresholds are met
Works Council Act (Wet op de ondernemingsraden): Requires works council advice on certain transactions and transfers of undertaking
Transfer of Undertaking (Protection of Employment) Regulations (TUPE): Protects employee rights in case of asset transfers and business transfers
Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting): Governs taxation aspects of share and asset transfers, including potential fiscal unity break-up
General Data Protection Regulation (GDPR/AVG): Regulates the transfer of personal data as part of the transaction
Commercial Register Act (Handelsregisterwet): Requirements for registration of changes in ownership and corporate structure
Financial Supervision Act (Wet op het financieel toezicht): May apply if the transaction involves regulated entities or specific financial thresholds
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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