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Management Buyout Agreement
"I need a Management Buyout Agreement for a mid-sized manufacturing company in the Netherlands, where three senior managers are buying 100% of the shares, with completion planned for March 2025 and including an earn-out structure based on EBITDA targets for the following two years."
1. Parties: Identification of the selling shareholders, purchasing management team, and the target company
2. Background: Context of the transaction, current ownership structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including shares/assets being sold and purchase price
5. Consideration: Details of payment structure, including any deferred consideration or earn-out mechanisms
6. Completion: Mechanics and requirements for closing the transaction
7. Pre-completion Obligations: Obligations of all parties between signing and completion
8. Warranties and Representations: Standard warranties from sellers regarding the business and shares
9. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
10. Post-completion Obligations: Ongoing obligations after closing, including transition arrangements
11. Restrictive Covenants: Non-compete and non-solicitation provisions for selling shareholders
12. Confidentiality: Provisions regarding confidential information and announcements
13. Management Arrangements: New management structure and service agreements
14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. External Financing: Required when third-party financing is part of the transaction structure
2. Intellectual Property Rights: Detailed provisions when IP is a crucial asset of the business
3. Real Estate: Specific provisions when property transfers are involved
4. Employee Matters: Detailed provisions when significant employment arrangements need to be addressed
5. Tax Covenant: Specific tax indemnities and arrangements when tax risks are significant
6. Environmental Matters: Required for businesses with environmental risks or compliance requirements
7. Data Protection: Detailed provisions when personal data processing is a significant aspect
8. Earn-out Provisions: Detailed mechanics when part of consideration is performance-based
9. Minority Shareholder Rights: Required when some existing shareholders retain ownership
10. Group Restructuring: Required when pre-completion restructuring is needed
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Consideration Calculation: Detailed calculation of purchase price and adjustments
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the sellers
5. Properties: Details of owned and leased properties
6. Intellectual Property: List of IP rights owned and licensed
7. Material Contracts: Summary of key business contracts
8. Employee Information: Details of key employees and their terms
9. New Service Agreements: Forms of new management service contracts
10. New Articles of Association: Proposed new articles for the target company
11. Shareholders Agreement: Agreement governing relationship between continuing shareholders
12. Disclosure Letter: Sellers' disclosures against the warranties
Authors
Manufacturing
Technology
Professional Services
Retail
Healthcare
Industrial Services
Construction
Transport and Logistics
Food and Beverage
Media and Entertainment
Real Estate
Financial Services
Energy
Agriculture
Legal
Finance
Executive Management
Corporate Development
Human Resources
Operations
Company Secretariat
Risk Management
Compliance
Treasury
Chief Executive Officer
Chief Financial Officer
Managing Director
Finance Director
Operations Director
General Counsel
Legal Director
Company Secretary
Board Member
Senior Manager
Department Head
Business Unit Director
Division Manager
Corporate Development Director
Investment Manager
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