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Company Acquisition Agreement
"I need a Company Acquisition Agreement under Dutch law for the purchase of a technology company, including specific provisions for intellectual property protection and an earn-out mechanism based on revenue targets through March 2025."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including brief description of the target company and transaction rationale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction provisions detailing what is being sold (shares/assets) and the basic agreement to sell and purchase
5. Purchase Price: Specification of consideration, including payment terms, adjustments, and earn-out provisions if applicable
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 warranties regarding the company, business, and assets
10. Limitations on Liability: Limitations on warranty claims and general liability of the parties
11. Tax Covenant: Specific provisions relating to tax matters and allocations of tax liabilities
12. Confidentiality and Announcements: Provisions regarding confidentiality of transaction and public announcements
13. Post-Completion Obligations: Ongoing obligations after completion, including transition services if applicable
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Real Estate: Required when the target company owns significant real estate assets, detailing property-specific warranties and obligations
2. Intellectual Property: Detailed IP provisions when the target company has significant IP assets
3. Environmental Matters: Required for companies with environmental risks or compliance obligations
4. Employee Matters: Detailed provisions about employees when there are significant employment considerations
5. Competition Law Compliance: Required when the transaction meets merger control thresholds
6. Data Protection: Detailed provisions when the target processes significant personal data
7. Bank Financing: Required when the purchase is subject to external financing arrangements
8. Non-Competition: Non-compete and non-solicitation provisions where required for business protection
9. Works Council: Required when Dutch works council consultation is necessary
10. Earn-out Provisions: Detailed earn-out mechanics when part of purchase price is contingent on future performance
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Warranties: Detailed warranties given by the seller
3. Properties: List and details of real estate owned or leased
4. Intellectual Property Rights: List of IP rights owned or licensed
5. Material Contracts: Summary of key commercial contracts
6. Employees: List of employees and their key terms of employment
7. Completion Requirements: Detailed list of completion deliverables
8. Permitted Leakage: List of permitted value extractions in locked box deals
9. Data Room Index: Index of due diligence materials provided
10. Accounting Principles: Specific accounting treatments and policies
11. Form of Completion Documents: Templates of documents required at completion
12. Disclosure Letter: Specific disclosures against warranties
Authors
Accounts Date
Affiliate
Agreement
Business
Business Day
Buyer
Claim
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Room
Deed of Transfer
Disclosed
Disclosure Letter
Encumbrance
Enterprise Chamber
Escrow Account
Escrow Agent
Fairly Disclosed
Financial Statements
Governmental Authority
Group
Group Company
Intellectual Property Rights
Leakage
Locked Box Accounts
Locked Box Date
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Notary
Ordinary Course of Business
Parties
Permitted Leakage
Properties
Purchase Price
Related Persons
Relevant Period
Seller
Seller's Group
Seller's Knowledge
Seller's Warranties
Shares
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Third Party
Transaction
Transaction Documents
Transfer
Warranties
Works Council
Asset Purchase
Purchase Price
Payment Terms
Price Adjustment
Earn-out
Conditions Precedent
Due Diligence
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Property Warranties
Employment Warranties
Environmental Warranties
Intellectual Property Warranties
Compliance Warranties
Financial Warranties
Indemnities
Limitations on Liability
Tax Covenant
Leakage
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Data Protection
Employee Matters
Works Council
Transaction Security
Bank Financing
Real Estate
Environmental Matters
Intellectual Property
Material Contracts
Change of Control
Force Majeure
Assignment
Third Party Rights
Notices
Costs
Amendments
Severability
Entire Agreement
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Energy
Telecommunications
Professional Services
Construction
Agriculture
Transportation
Media & Entertainment
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Risk Management
Compliance
Tax
Human Resources
Strategy
Business Development
Executive Leadership
Board of Directors
Company Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Lawyer
Legal Director
Finance Director
Corporate Development Director
Investment Banker
Due Diligence Officer
Integration Manager
Risk Manager
Company Secretary
Board Member
Managing Director
Transaction Manager
Business Development Executive
Financial Controller
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