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Company Equity Share Agreement
"I need a Company Equity Share Agreement under Belgian law for issuing 10% of company shares to our new CTO, with a 4-year vesting schedule starting March 2025 and including standard good/bad leaver provisions."
1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new shareholders
2. Background: Context of the agreement, including current shareholding structure and purpose of the share transfer
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Share Capital Structure: Description of the company's share capital, including different classes of shares if applicable
5. Share Transfer Terms: Details of the share transfer, including number of shares, price, and payment terms
6. Completion Mechanics: Process and requirements for completing the share transfer
7. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
8. Pre-emptive Rights: Rights of existing shareholders regarding future share transfers
9. Transfer Restrictions: Limitations on the transfer of shares to third parties
10. Shareholder Rights and Obligations: Key rights and obligations of shareholders post-transfer
11. Corporate Governance: Basic governance provisions including voting rights and board representation
12. Confidentiality: Provisions regarding confidential information and its protection
13. Dispute Resolution: Procedures for resolving disputes between parties
14. General Provisions: Standard clauses including notices, amendments, and governing law
15. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Include when minority shareholder protection is required, giving right to join in sale of shares
2. Drag-Along Rights: Include when majority shareholders need power to force minority shareholders to join in sale
3. Share Vesting Provisions: Include when shares are issued to employees or service providers with vesting conditions
4. Put and Call Options: Include when parties want rights to force purchase/sale of shares under specific conditions
5. Anti-dilution Protection: Include when investors need protection against future dilutive share issues
6. Dividend Policy: Include when specific dividend distribution rules need to be established
7. Information Rights: Include when certain shareholders need enhanced information access rights
8. Non-Competition and Non-Solicitation: Include when shareholders are also employees or have operational roles
1. Schedule 1 - Share Capital Table: Detailed breakdown of shareholding before and after the transfer
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Company Information: Key company details including registration numbers and registered office
4. Schedule 4 - Warranties: Detailed warranties given by the parties
5. Schedule 5 - Board Resolutions: Form of board resolutions approving the share transfer
6. Schedule 6 - Share Certificates: Form of share certificates to be issued
7. Appendix A - Shareholders' Register: Updated shareholders' register reflecting the new shareholding
8. Appendix B - Articles of Association: Current articles of association of the company
Authors
Technology and Software
Professional Services
Financial Services
Manufacturing
Real Estate
Healthcare
Retail and Consumer Goods
Energy and Utilities
Telecommunications
Media and Entertainment
Biotechnology
Construction
Logistics and Transportation
Legal
Finance
Corporate Development
Executive Management
Human Resources
Compliance
Tax
Treasury
Board Secretariat
Mergers & Acquisitions
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Finance Director
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Compliance Officer
Board Member
Managing Director
HR Director
Tax Director
Business Development Director
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