The Equity Buyback Agreement is a crucial document used when a Belgian company decides to repurchase its own shares from existing shareholders. This transaction type is specifically regulated under the Belgian Code of Companies and Associations (BCCA), requiring strict compliance with capital maintenance rules, shareholder approval thresholds, and financial assistance restrictions. The agreement becomes necessary in various scenarios, including capital structure optimization, excess cash utilization, or shareholder exit facilitation. It must detail the purchase price determination, payment mechanisms, completion requirements, and necessary warranties while ensuring compliance with both corporate and securities laws. For listed companies, additional considerations regarding market abuse regulations and stock exchange rules must be incorporated. The document serves as the primary record of the transaction terms and the parties' obligations, incorporating all necessary provisions to ensure a legally compliant share buyback under Belgian law.
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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the buyback, including corporate approvals obtained and reference to relevant board/shareholder resolutions
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration
5. Purchase Price and Payment: Details of consideration, payment method, timing, and any adjustments
6. Completion: Mechanics and requirements for closing the transaction
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Warranties regarding corporate authority, valid issuance of shares, and compliance with laws
9. Tax Matters: Tax treatment of the transaction and related responsibilities
10. Confidentiality: Obligations regarding transaction confidentiality and announcements
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Conditions Precedent: Include when completion is subject to specific conditions such as regulatory approvals or third-party consents
2. Market Abuse Regulations: Required for listed companies to ensure compliance with EU MAR and trading regulations
3. Shareholder Representative: Include when there are multiple selling shareholders appointing a representative
4. Post-Completion Covenants: Include when there are ongoing obligations after completion
5. Employee Matters: Include when buyback involves employee shares or affects employment relationships
6. Drag-Along Rights: Include when certain shareholders can force others to join the buyback
7. Security Interest Release: Include when shares are subject to existing security interests requiring release
1. Schedule 1 - Share Details: Detailed information about the shares being purchased, including share certificates numbers and shareholder details
2. Schedule 2 - Completion Requirements: Checklist of documents and actions required for completion
3. Schedule 3 - Form of Transfer Instruments: Template share transfer forms and other required transfer documentation
4. Schedule 4 - Corporate Approvals: Copies of relevant board and shareholder resolutions
5. Schedule 5 - Warranties: Detailed warranties and any specific disclosures against them
6. Appendix A - Calculation of Purchase Price: If price includes adjustments or complex calculations
7. Appendix B - Tax Computation: Details of tax calculations and withholding requirements
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