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Standby Equity Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Standby Equity Purchase Agreement

"I need a Standby Equity Purchase Agreement under Dutch law for a biotech company listed on Euronext Amsterdam, with a €50 million commitment amount and standard market pricing mechanisms."

Document background
The Standby Equity Purchase Agreement (SEPA) is a strategic financing instrument used when companies require flexible access to capital markets while maintaining control over the timing and amount of equity issuance. This document type, structured under Dutch law, is particularly valuable for growing companies or those with variable capital needs. The agreement typically includes detailed provisions on commitment amounts, pricing mechanisms, draw-down procedures, and regulatory compliance requirements under Dutch financial markets regulations and the Financial Supervision Act (Wft). It provides companies with the ability to raise capital on an as-needed basis while giving investors certain protections and rights in return for their standby commitment. The document must comply with Dutch corporate law requirements, stock exchange regulations (if applicable), and European Union financial regulations.
Suggested Sections

1. Parties: Identification of the company issuing shares and the investor making the commitment

2. Background: Context of the agreement and basic transaction structure

3. Definitions: Key terms used throughout the agreement

4. Commitment: Details of the investor's commitment to purchase shares, including total commitment amount

5. Pricing Mechanism: Formula and methodology for determining the purchase price of shares

6. Draw Down Rights: Company's rights to require the investor to purchase shares and related procedures

7. Conditions Precedent: Conditions that must be satisfied before any draw down can occur

8. Representations and Warranties: Standard and specific declarations by both parties

9. Covenants: Ongoing obligations of both parties during the agreement term

10. Draw Down Procedures: Detailed process for initiating and completing each draw down

11. Closing Mechanics: Procedures for completing each purchase of shares

12. Term and Termination: Duration of the agreement and circumstances allowing early termination

13. Regulatory Compliance: Obligations regarding securities laws and other regulatory requirements

14. Confidentiality: Protection of confidential information

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Application of Dutch law and jurisdiction

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

Optional Sections

1. Registration Rights: Include when the investor requires rights to register shares for public trading

2. Market Making Provisions: Include when there are specific requirements about maintaining market liquidity

3. Anti-Dilution Protection: Include when the investor requires protection against dilution from other share issuances

4. Standstill Provisions: Include when there are restrictions on the investor's ability to acquire additional shares outside the agreement

5. Change of Control Provisions: Include when special rights or obligations apply in case of a change in company control

6. Multiple Investor Provisions: Include when there are multiple investors party to the agreement

7. Exchange Listing Obligations: Include when the company must maintain specific exchange listings

Suggested Schedules

1. Form of Draw Down Notice: Standard form for the company to initiate a draw down

2. Pricing Calculation Examples: Detailed examples showing how the share purchase price is calculated

3. Compliance Certificate: Form of certificate confirming compliance with conditions precedent

4. Reserved Matters: List of actions requiring investor consent during the agreement term

5. Disclosure Schedule: Exceptions to representations and warranties

6. Form of Legal Opinions: Required format for legal opinions to be delivered at closing

7. Anti-Money Laundering Requirements: Specific documentation required for AML compliance

8. Registration Procedures: Detailed procedures for share registration if registration rights are included

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













































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Relevant Industries

Technology

Biotechnology

Renewable Energy

Infrastructure

Real Estate

Manufacturing

Healthcare

Mining

Oil & Gas

Financial Services

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Investor Relations

Compliance

Corporate Secretariat

Risk Management

Capital Markets

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Finance Director

Investment Manager

Legal Counsel

Corporate Secretary

Finance Director

Treasury Manager

Investor Relations Director

Compliance Officer

Board Member

Corporate Development Director

Capital Markets 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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