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Company Purchase Agreement
"I need a Company Purchase Agreement under Belgian law for the acquisition of a small technology services company, with a straightforward share purchase structure and completion planned for March 2025."
1. Parties: Identification and details of the seller(s) and purchaser(s), including registration numbers and registered offices
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including the shares/assets being sold and basic purchase mechanics
5. Purchase Price: Detailed provisions on consideration, including payment terms, adjustments, and earnout provisions if applicable
6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing
9. Warranties: Seller's representations and warranties about the company, business, and shares
10. Limitations on Liability: Limitations and caps on seller's liability for warranty breaches and other claims
11. Tax Covenants: Specific provisions dealing with tax matters and allocations of tax liabilities
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public communications
13. Non-Competition and Non-Solicitation: Restrictive covenants protecting the purchased business
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law, etc.
15. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Employee Matters: Specific provisions dealing with employee transfers and protections - required if employees are being transferred
2. Real Estate: Specific provisions dealing with property transfers or leases - required if real estate is a significant component
3. Intellectual Property: Detailed IP provisions - required if IP is a key asset of the target company
4. Environmental Matters: Specific environmental provisions and indemnities - required for businesses with environmental risks
5. Data Protection: Specific GDPR and data protection provisions - required if personal data is a significant aspect
6. Bank Financing: Provisions relating to external financing - required if purchase is bank financed
7. Earn-out Provisions: Detailed earn-out mechanics - required if part of purchase price is performance-based
8. Share Pledge: Security provisions - required if shares are being pledged as security
9. Competition Clearance: Detailed competition approval process - required if transaction requires competition authority approval
1. Schedule 1 - Company Details: Detailed information about the target company including corporate information and capital structure
2. Schedule 2 - Properties: List and details of all real estate owned or leased by the company
3. Schedule 3 - Intellectual Property: List and details of all IP owned or licensed by the company
4. Schedule 4 - Material Contracts: List and summary of all material contracts
5. Schedule 5 - Employees: List of employees and key employment terms
6. Schedule 6 - Warranties: Detailed warranties about the company and business
7. Schedule 7 - Tax Covenant: Detailed tax covenant provisions and specific tax warranties
8. Schedule 8 - Completion Deliverables: List of all documents and items to be delivered at completion
9. Schedule 9 - Permitted Leakage: List of permitted value extractions in locked box deals
10. Schedule 10 - Data Room Index: Index of due diligence materials provided
11. Appendix 1 - Completion Accounts Principles: Accounting principles for completion accounts if relevant
12. Appendix 2 - Form of Resignations: Template resignation letters for directors
13. Appendix 3 - Form of Release: Template release documents for completion
Authors
Manufacturing
Technology
Real Estate
Financial Services
Professional Services
Healthcare
Retail
Energy
Transportation
Construction
Telecommunications
Media and Entertainment
Agriculture
Mining and Resources
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Risk Management
Corporate Secretariat
Business Development
Strategy
Executive Leadership
Treasury
Compliance
Human Resources
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Development Director
M&A Director
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Business Development Manager
Commercial Director
Tax Director
Integration Manager
Risk Manager
Company Secretary
Board Member
Managing Director
General Counsel
Transaction Manager
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