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Option To Purchase Shares Agreement
"I need an Option To Purchase Shares Agreement under Dutch law for our tech startup's employee incentive scheme, covering 50 employees with a 4-year vesting period starting March 2025, including good/bad leaver provisions and tag-along rights."
1. Parties: Identification of the parties: the company issuing the options, the option holder, and any other relevant parties
2. Background: Context of the agreement, including the company's share capital structure and reason for granting options
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Option: Details of the option grant, including number of shares, class of shares, and exercise price
5. Exercise Period: Time period during which the option may be exercised and any conditions affecting this period
6. Exercise Procedure: Process and formalities for exercising the option, including notice requirements and payment mechanisms
7. Share Rights: Rights attached to the shares upon exercise of the option
8. Transferability: Restrictions on transfer of the option rights and/or resulting shares
9. Termination: Circumstances under which the option agreement may be terminated
10. Adjustments: Provisions for adjusting the option terms in case of corporate events (e.g., stock splits, mergers)
11. Notices: Requirements for formal communications between parties
12. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
13. Execution: Signature blocks and execution formalities
1. Vesting Schedule: Include when options are subject to vesting conditions, typically in employee option agreements
2. Good Leaver/Bad Leaver: Include for employee option agreements to address treatment of options upon different types of employment termination
3. Tag-Along Rights: Include when option holders should have the right to participate in future sales of shares
4. Drag-Along Rights: Include when option holders can be forced to sell their shares in certain circumstances
5. Non-Competition and Confidentiality: Include when options are granted to employees or service providers
6. Tax Provisions: Include detailed tax provisions when specific tax treatment is intended or when options are part of employee compensation
7. Shareholders' Agreement Adherence: Include when option holders must accede to an existing shareholders' agreement upon exercise
8. Anti-Dilution Protection: Include for investor options to protect against dilution from future share issuances
1. Details of Share Capital: Current share capital structure, including all share classes and rights
2. Form of Exercise Notice: Template notice for exercising the option
3. Deed of Adherence: Form of deed for adherence to shareholders' agreement upon exercise
4. Vesting Schedule Details: Detailed breakdown of vesting dates and conditions, if applicable
5. Warranties: Standard warranties to be given by the option holder upon exercise
6. Company's Articles of Association: Current articles of association of the company
7. Shareholders' Agreement: Copy of current shareholders' agreement, if relevant
Authors
Articles of Association
Board
Business Day
Company
Completion
Confidential Information
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Expiry Date
Fair Market Value
General Meeting
Grant Date
Group
Option
Option Holder
Option Shares
Parties
Share Capital
Shareholders
Shareholders' Agreement
Shares
Subsidiary
Trade Register
Transfer
Vesting Date
Vesting Period
Vesting Schedule
Works Council
Working Day
Corporate Event
Change of Control
Deed of Adherence
Encumbrance
Good Leaver
Bad Leaver
Material Breach
Option Certificate
Permitted Transfer
Related Person
Share Certificate
Subscription Price
Tag-Along Right
Drag-Along Right
Exercise Price
Exercise Period
Exercise Mechanics
Vesting
Share Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Good Leaver/Bad Leaver
Change of Control
Corporate Reorganization
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Tax Provisions
Notices
Assignment
Amendment
Severability
Entire Agreement
Third Party Rights
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Termination
Costs
Data Protection
Shareholder Approval
Works Council Approval
Share Capital Adjustments
Information Rights
Pre-emptive Rights
Technology
Financial Services
Professional Services
Manufacturing
Healthcare
E-commerce
Telecommunications
Real Estate
Energy
Consumer Goods
Biotechnology
Software Development
Consulting
Retail
Legal
Human Resources
Finance
Corporate Development
Executive Leadership
Compliance
Corporate Secretariat
Investment
Operations
CEO
CFO
General Counsel
Legal Counsel
Corporate Lawyer
HR Director
Chief Human Resources Officer
Investment Manager
Board Member
Company Secretary
Finance Director
Compliance Officer
Corporate Development Manager
Executive Director
Equity Partner
Managing Director
Vice President of Human Resources
Chief Operating Officer
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