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Conditional Share Purchase Agreement

Conditional Share Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Conditional Share Purchase Agreement

"I need a Conditional Share Purchase Agreement under Dutch law for the acquisition of a technology company, where completion is conditional upon regulatory approval and key employee retention, with an expected completion date in March 2025."

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Document background
The Conditional Share Purchase Agreement is a sophisticated legal instrument used in corporate transactions where parties wish to agree to the sale and purchase of shares subject to certain conditions being fulfilled. This document is particularly crucial in the Netherlands, where it must comply with Dutch corporate law requirements and market practice. It is commonly used in situations where regulatory approvals, third-party consents, or specific business conditions must be met before the transaction can complete. The agreement typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, and specific Dutch law concepts. It serves as the primary transaction document in share acquisitions where immediate completion is not possible or desired, providing a legally binding framework for the parties while ensuring all necessary conditions are met before the shares are transferred.
Suggested Sections

1. Parties: Identification of Seller(s) and Purchaser(s) with full legal details

2. Background: Context of the transaction, including description of the target company and reason for the transaction

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core agreement to sell and purchase the shares, including identification of the shares

5. Purchase Price: Specification of consideration, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions to be taken

9. Warranties: Seller's representations and warranties about the shares and target company

10. Limitations on Liability: Limitations on warranty claims and other liability provisions

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Requirements for public announcements about the transaction

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, etc.

Optional Sections

1. Security for Claims: Include when there are specific escrow or guarantee arrangements for warranty claims

2. Non-Competition: Include when seller needs to be restricted from competing post-completion

3. Tax Covenant: Include when specific tax indemnities or arrangements are required

4. Employee Matters: Include when specific arrangements for employees are needed

5. Real Estate: Include when target company has significant real estate holdings requiring special provisions

6. Intellectual Property: Include when IP assets are material to the transaction

7. Break Fee: Include when parties agree on compensation if deal fails under specific circumstances

8. Earn-out Provisions: Include when part of purchase price is contingent on future performance

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Warranties: Full set of warranties given by the seller

4. Disclosure Letter: Seller's disclosures against the warranties

5. Completion Actions: Detailed list of actions to be taken at completion

6. Properties: Details of real estate owned or leased by the target

7. Material Contracts: List and details of key contracts

8. Intellectual Property: Schedule of IP rights owned or licensed

9. Employee Information: Details of employees and their terms of employment

10. Data Room Index: Index of documents provided in due diligence

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




























































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Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Energy

Transportation

Professional Services

Media and Entertainment

Telecommunications

Agriculture

Construction

Education

Hospitality

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Executive Leadership

Risk & Compliance

Tax

Human Resources

Strategy

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Business Development Director

Investment Manager

Corporate Secretary

Finance Director

Legal Counsel

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Board Member

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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