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Forward Share Purchase Agreement

Forward Share Purchase Agreement Template for Netherlands

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Key Requirements PROMPT example:

Forward Share Purchase Agreement

"I need a Forward Share Purchase Agreement under Dutch law for acquiring 75% of a regulated financial services company in two stages, with completion planned for March 2025, including specific conditions precedent for regulatory approval and a detailed interim covenant package."

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Document background
The Forward Share Purchase Agreement is a sophisticated legal instrument used in corporate transactions where parties agree to transfer shares at a future date under specified conditions. This document type is particularly crucial in the Netherlands, where it must comply with Dutch corporate law requirements and commercial practices. It is commonly used in situations where immediate transfer is not possible or desired, such as when regulatory approvals are pending, financing arrangements are being finalized, or other conditions need to be met. The agreement typically includes detailed provisions on purchase price mechanisms, conditions precedent, interim period covenants, warranties, and completion procedures, all structured within the framework of Dutch law. It serves as both a binding commitment to the future transaction and a roadmap for its execution, making it essential for corporate restructurings, strategic investments, and staged acquisitions.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including their full legal names and registered addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

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

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

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

6. Conditions Precedent: Conditions that must be satisfied before the forward purchase obligation becomes binding

7. Interim Period Covenants: Obligations of the parties between signing and completion, including conduct of business restrictions

8. Completion: Mechanics for the completion of the share transfer, including timing, location, and deliverables

9. Warranties: Standard warranties from both seller and purchaser regarding capacity and authority

10. Indemnities: General indemnification provisions for breach of agreement

11. Termination: Circumstances under which the agreement may be terminated and consequences

12. Confidentiality: Obligations regarding confidential information and announcements

13. Notices: Process and requirements for formal communications between parties

14. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Specific Warranties: Detailed warranties about the target company - included for private company transactions

2. Price Adjustment Mechanism: Detailed provisions for adjusting the price based on completion accounts or locked box - used when price is subject to adjustment

3. Tag-Along Rights: Rights of minority shareholders to join the sale - included when there are multiple shareholders

4. Drag-Along Rights: Rights to force minority shareholders to join the sale - included when there are multiple shareholders

5. Regulatory Compliance: Specific provisions for regulatory approvals - included when transaction requires regulatory clearance

6. Employee Matters: Provisions regarding employees and management - included when there are specific employment arrangements

7. Tax Covenant: Specific tax-related provisions and indemnities - included for transactions with significant tax implications

8. Break Fee: Provisions for payment if transaction doesn't proceed - included for larger transactions or where specifically negotiated

Suggested Schedules

1. Details of the Target Company: Corporate information about the target company including shareholding structure

2. Conditions Precedent: Detailed list of all conditions that must be satisfied

3. Completion Deliverables: List of all documents and items to be delivered at completion

4. Warranties: Detailed warranties about the target company (if applicable)

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

6. Material Contracts: List and details of important contracts

7. Intellectual Property: Details of IP owned or licensed by the target company

8. Form of Share Transfer Deed: Template for the deed of transfer under Dutch law

Authors

Alex Denne

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

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Retail

Telecommunications

Professional Services

Infrastructure

Consumer Goods

Media and Entertainment

Agriculture

Transportation and Logistics

Mining and Natural Resources

Relevant Teams

Legal

Corporate Development

Finance

Mergers & Acquisitions

Corporate Finance

Risk Management

Compliance

Executive Leadership

Treasury

Strategy

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Counsel

Investment Director

Finance Director

Company Secretary

Chief Operating Officer

Transaction Manager

Corporate Finance Manager

Due Diligence Manager

Risk Manager

Compliance Officer

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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