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Private Placement Agreement Template for Netherlands

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Key Requirements PROMPT example:

Private Placement Agreement

"I need a Private Placement Agreement under Dutch law for a Series B funding round for our renewable energy startup, where we're offering preferred shares to a group of five institutional investors, with the closing planned for March 2025 and including tag-along rights and board representation provisions."

Document background
The Private Placement Agreement serves as the primary legal framework for companies seeking to raise capital through private securities offerings in the Netherlands. This document is particularly useful for companies that wish to avoid the more stringent requirements and costs associated with public offerings while still maintaining compliance with Dutch and EU regulations. The agreement typically comes into play when companies are looking to raise capital from a limited number of sophisticated investors, often in growth phases or for specific project financing. It must comply with the Dutch Financial Supervision Act (Wft) and includes detailed provisions on investor qualifications, subscription procedures, and regulatory compliance. The document is essential for ensuring that the private placement meets all legal requirements while protecting both the issuer's and investors' interests under Dutch law.
Suggested Sections

1. Parties: Identification of the issuer and the investor(s)

2. Background: Context of the private placement, including purpose and structure of the offering

3. Definitions: Definitions of key terms used throughout the agreement

4. Securities Offered: Detailed description of the securities being offered, including class, rights, and restrictions

5. Subscription and Purchase: Terms of subscription, purchase price, and payment mechanics

6. Closing Conditions: Conditions precedent to closing, including regulatory approvals and due diligence requirements

7. Representations and Warranties of the Issuer: Issuer's statements regarding its authority, compliance, and financial condition

8. Representations and Warranties of the Investor: Investor's statements regarding eligibility, sophistication, and compliance with private placement requirements

9. Covenants: Ongoing obligations of the parties

10. Transfer Restrictions: Limitations on transfer of securities and required procedures

11. Confidentiality: Obligations regarding confidential information and announcements

12. Notices: Process for delivering formal communications between parties

13. Term and Termination: Duration of the agreement and circumstances for termination

14. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions

15. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Tag-Along Rights: Include when offering minority protection rights to investors

2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale

3. Anti-Dilution Protection: Include when offering protection against future dilutive issuances

4. Board Representation: Include when investors are granted rights to board representation

5. Registration Rights: Include when investors are granted rights for future public registration of securities

6. Information Rights: Include when specific ongoing information rights are granted to investors

7. Pre-emptive Rights: Include when investors are granted rights to participate in future offerings

8. Exit Rights: Include when specific exit mechanisms or rights are granted to investors

Suggested Schedules

1. Subscription Form: Form for investors to complete when subscribing for securities

2. Securities Certificate: Form of certificate representing the securities

3. Investor Questionnaire: Due diligence questionnaire to verify investor eligibility

4. Corporate Documents: Relevant corporate approvals and organizational documents

5. Disclosure Schedule: Exceptions to representations and warranties

6. Terms and Conditions of the Securities: Detailed terms of the securities being offered

7. List of Existing Shareholders: Current capitalization table and shareholder information

8. Form of Legal Opinion: Form of legal opinion to be delivered at closing

9. KYC Requirements: Required documentation for anti-money laundering compliance

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


































































Clauses









































Relevant Industries

Financial Services

Technology

Real Estate

Healthcare

Energy

Infrastructure

Manufacturing

Professional Services

Biotechnology

Telecommunications

Renewable Energy

Private Equity

Venture Capital

Software

E-commerce

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investment Management

Risk Management

Corporate Secretariat

Treasury

Executive Leadership

Investor Relations

Relevant Roles

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Compliance Officer

Chief Executive Officer

Finance Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Corporate Finance Manager

Risk Manager

General Counsel

Board Member

Financial Controller

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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