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Stock Sale Contract
"I need a Stock Sale Contract under Dutch law for the sale of 100% shares in a technology startup to a strategic buyer, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of the Seller(s) and Purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Process and requirements for closing the transaction
9. Warranties: Seller's representations and warranties about the shares and company
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Indemnities: Specific indemnities provided by the seller
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Rules for public announcements about the transaction
14. Tax Matters: Tax-related provisions and allocations
15. Governing Law and Jurisdiction: Choice of Dutch law and jurisdiction provisions
16. General Provisions: Standard boilerplate clauses
17. Execution: Signature blocks and execution formalities
1. Price Adjustment: Mechanisms for post-completion price adjustments, used when price depends on completion accounts or earn-out provisions
2. Non-Competition: Non-compete and non-solicitation provisions, included when seller remains active in the industry
3. Works Council: Provisions regarding works council advice, required when target company has a works council
4. Break Fee: Break fee provisions, used in larger transactions or when specific deal protection is needed
5. Escrow: Escrow arrangements, included when part of purchase price is held in escrow
6. Transition Services: Transition service arrangements, needed when seller provides post-completion services
7. Financing Cooperation: Provisions regarding cooperation with purchaser's financing, relevant for leveraged transactions
1. Details of the Company: Corporate information about the target company
2. Shares Details: Detailed description of the shares being transferred
3. Warranties: Detailed warranties about the company and its business
4. Disclosed Information: List of disclosure documents provided during due diligence
5. Completion Requirements: Detailed list of completion deliverables
6. Intellectual Property: List of company's IP rights
7. Material Contracts: List of company's material contracts
8. Properties: Details of company's real estate holdings
9. Employee Information: Overview of employment matters and key employees
10. Data Room Index: Index of due diligence materials provided
Authors
Technology
Manufacturing
Financial Services
Healthcare
Real Estate
Retail
Professional Services
Energy
Transportation
Media and Entertainment
Agriculture
Construction
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Board of Directors
Executive Management
Corporate Secretariat
Treasury
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Director
Investment Manager
Corporate Secretary
Finance Director
Tax Director
Due Diligence Manager
Transaction Manager
Legal Counsel
Company Director
Board Member
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