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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) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




































































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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










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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