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1. Parties: Identification and details of the parties entering into the option agreement
2. Background: Context and purpose of the option agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Option: Clear statement of the option being granted and its basic terms
5. Option Period: Duration of the option, including start and end dates
6. Option Price: Amount payable for the option itself (if applicable)
7. Exercise Price: Price payable upon exercise of the option
8. Exercise Procedure: Process and requirements for exercising the option
9. Representations and Warranties: Statements of fact and assurances from both parties
10. Notices: Communication requirements and contact details
11. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction
12. Execution: Signature blocks and execution requirements
1. Transfer Restrictions: Restrictions on transferring the option rights to third parties
2. Security Arrangements: Any security or guarantees required for the option
3. Tax Provisions: Specific tax considerations and allocations
4. Force Majeure: Provisions for unforeseen circumstances affecting the option
5. Confidentiality: Requirements for keeping option terms confidential
6. Anti-dilution Provisions: Protections against dilution (particularly relevant for share options)
7. Break Fee: Penalties for not proceeding with the transaction after exercise
8. Due Diligence: Rights and process for conducting due diligence on the underlying asset
1. Asset Description: Detailed description of the underlying asset subject to the option
2. Exercise Notice: Form of notice to be used when exercising the option
3. Pricing Mechanism: Detailed calculation methods for variable price components
4. Due Diligence Information: List of required due diligence materials
5. Required Consents: List of third-party consents needed for exercise
6. Completion Checklist: Steps to be taken upon exercise of the option
7. Deed of Adherence: Form of deed for transferees to become bound by the agreement
Business Day
Completion
Completion Date
Confidential Information
Effective Date
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Force Majeure Event
Grantor
Option
Option Holder
Option Period
Option Price
Parties
Permitted Transferee
Subject Matter
Transaction Documents
Transfer
Underlying Asset
Working Hours
Material Adverse Change
Encumbrance
Governmental Authority
Law
Notary
Related Persons
Representatives
Security Interest
Taxes
Third Party Rights
Warranties
Option Grant
Exercise Rights
Exercise Price
Exercise Period
Exercise Procedure
Conditions Precedent
Warranties and Representations
Confidentiality
Non-Competition
Transfer Restrictions
Assignment
Force Majeure
Termination
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Costs
Tax
Governing Law
Jurisdiction
Dispute Resolution
Further Assurance
Anti-Dilution
Security
Due Diligence
Indemnification
Break Fee
Good Faith
Counterparts
Real Estate
Corporate Finance
Private Equity
Technology
Manufacturing
Energy
Agriculture
Mining
Retail
Financial Services
Professional Services
Construction
Legal
Finance
Business Development
Corporate Development
Risk Management
Procurement
Real Estate
Compliance
Treasury
Commercial Operations
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Development Manager
Investment Manager
Real Estate Manager
Procurement Manager
Contract Manager
Risk Manager
Commercial Director
Property Developer
M&A Director
Company Secretary
Finance Director
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