A share transfer is typically preceded by extensive negotiations regarding the representations and warranties that the seller must provide concerning the transferred shares and the
Article 5:66 (besloten vennootschap or BV) and 7:77 (naamloze vennootschap or NV) of the Companies and Associations Code (CAC) provide for the joint and several
The Companies and Associations Code provides in Article 5:66 for private limited companies (“besloten vennootschap” or “BV”’) and Article 7:77 for public limited companies (“naamloze
The intention of a party that stipulates a condition precedent (“opschortende voorwaarde”) is clear: he wants to make the exigibility of his commitment subject to
If the seller of the shares is a natural person who is married, the question arises whether he/she can negotiate and sign the transfer agreement
As set out in a former blog article (“Non-competition clause in acquisition agreements: a necessity?” – Matthias Jans, 14 April 2016 – see link), the
A takeover contract often goes hand-in-hand with surety from a third party to guarantee a specific commitment by the vendor or buyer (e.g. deferred payment
An acquisition agreement often obligates the buyer of the shares to notify the sellers of any claims against the sellers arising from an infringement of
In acquisition agreements, the value of a company is often based on a multiple of EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) or another
Acquisition agreements may provide for either a fixed or a variable price. A variable price is valid only if it can be determined. Hence the