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Company Share Purchase Agreement
"I need a Company Share Purchase Agreement under Dutch law for acquiring a mid-sized technology company, with specific provisions for intellectual property rights protection and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of the Seller(s), Purchaser(s) and the Target Company
2. Background: Context of the transaction and brief description of the Target Company
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including the shares being sold and condition precedents
5. Purchase Price: Purchase price, payment terms, and adjustment mechanisms
6. Completion: Mechanics and requirements for closing the transaction
7. Seller's Warranties: Standard warranties regarding the shares, target company, and business
8. Purchaser's Warranties: Basic warranties from the purchaser, including capacity and authority
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Pre-Completion Obligations: Conduct of business requirements between signing and completion
11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public statements
12. Tax Matters: Tax covenants, indemnities and related provisions
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
3. Non-Competition and Non-Solicitation: Include when restricting seller's future competitive activities
4. Intellectual Property Rights: Include when IP is a crucial asset requiring specific provisions
5. Real Estate: Include when property ownership/leasing is material to the transaction
6. Environmental Matters: Include for businesses with significant environmental risks or obligations
7. Bank Financing: Include when purchase is contingent on external financing
8. Transitional Services: Include when seller will provide post-completion services
9. Works Council Provisions: Include when Dutch works council approval is required
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Detailed seller's warranties about the business
4. Disclosed Information: List of disclosure documents and data room contents
5. Properties: Details of owned and leased real estate
6. Intellectual Property: List of IP rights owned and licensed by the target
7. Material Contracts: Summary of key commercial agreements
8. Employee Information: Details of employment terms, benefits, and pension arrangements
9. Tax Covenant: Detailed tax indemnity provisions
10. Completion Accounts: Format and preparation requirements for completion accounts
11. Bank Accounts: Details of company bank accounts and signatories
Authors
Accounts Date
Affiliate
Agreement
Articles of Association
Business
Business Day
Claim
Completion
Completion Accounts
Completion Date
Confidential Information
Consideration
Control
Data Room
Deed of Transfer
Disclosed
Disclosure Letter
Encumbrance
Enterprise Chamber
Financial Statements
Governmental Authority
Group
Group Company
Intellectual Property Rights
Knowledge
Liability
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notary
Notarial Deed
Parties
Permitted Encumbrances
Properties
Purchase Price
Purchaser
Purchaser's Group
Purchaser's Warranties
Related Persons
Relevant Period
Seller
Seller's Group
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Covenant
Third Party
Transaction
Transaction Documents
Warranties
Works Council
Working Capital
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Completion Mechanics
Seller Warranties
Purchaser Warranties
Indemnification
Limitations on Liability
Pre-Completion Covenants
Post-Completion Covenants
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Employee Matters
Works Council
Tax Covenants
Transfer Restrictions
Corporate Authority
Due Execution
Share Ownership
Business Operations
Financial Statements
Material Contracts
Real Property
Intellectual Property
Environmental Matters
Compliance with Laws
Litigation
Insurance
Data Protection
Force Majeure
Assignment
Third Party Rights
Notices
Costs
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendments
Waiver
Further Assurance
Notarial Requirements
Bank Accounts
Powers of Attorney
Technology
Manufacturing
Retail
Financial Services
Healthcare
Real Estate
Energy
Transportation
Professional Services
Media and Entertainment
Construction
Agriculture
Telecommunications
Hospitality
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Treasury
Tax
Compliance
Corporate Secretariat
Business Development
Due Diligence
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Business Development Manager
Financial Controller
Company Secretary
Corporate Development Director
Investment Manager
Transaction Manager
Legal Counsel
Finance Director
Managing Director
Board Member
Compliance Officer
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