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Common Stock Purchase Agreement
"I need a Common Stock Purchase Agreement under Belgian law for the acquisition of 35% of shares in a private technology company, with specific provisions for board representation and tag-along rights for minority shareholders, to be completed by March 2025."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being sold and the purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, ensuring consistent interpretation
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and purchase price
5. Purchase Price and Payment: Detailed terms of payment, including method, timing, and any adjustments
6. Closing: Conditions precedent, closing mechanics, and timing of the transfer
7. Seller's Representations and Warranties: Standard representations regarding share ownership, authority to sell, and company-related warranties
8. Purchaser's Representations and Warranties: Representations regarding authority to purchase, financial capacity, and regulatory compliance
9. Covenants: Pre-closing and post-closing obligations of both parties
10. Indemnification: Terms for compensating parties for breaches of warranties or other obligations
11. Confidentiality: Provisions regarding confidential information and public announcements
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Non-Competition: Include when seller is required to refrain from competing with the company post-sale
4. Employee Matters: Include when the transaction affects key employees or management
5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Board Composition: Include when the purchase involves changes to board structure or voting rights
8. Regulatory Compliance: Include when specific regulatory approvals or filings are required
1. Schedule 1 - Share Details: Detailed description of shares being sold, including share certificates numbers and share class rights
2. Schedule 2 - Company Information: Key company details including corporate structure, subsidiaries, and material contracts
3. Schedule 3 - Warranties: Detailed warranties relating to the company and its business
4. Schedule 4 - Disclosed Information: List of documents and information disclosed against the warranties
5. Schedule 5 - Intellectual Property: List of company's IP rights and related licenses
6. Schedule 6 - Real Estate: Details of company's real estate holdings and leases
7. Schedule 7 - Material Contracts: List and summary of company's material contracts
8. Schedule 8 - Closing Documents: List of documents to be delivered at closing
Authors
Technology
Manufacturing
Financial Services
Real Estate
Healthcare
Professional Services
Retail
Energy
Telecommunications
Life Sciences
Media and Entertainment
Infrastructure
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Executive Management
Corporate Secretariat
Treasury
Tax
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Corporate Secretary
Finance Director
Mergers & Acquisitions Director
Legal Counsel
Investment Banker
Corporate Development Manager
Compliance Officer
Board Member
Managing Director
Private Equity Manager
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