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The Sales Of Shares Agreement is a fundamental transaction document used in Belgian corporate acquisitions when transferring ownership of a company through the sale of its shares. This document is essential when shareholders wish to sell their ownership stake to new investors or when companies are engaging in strategic acquisitions. The agreement must comply with Belgian law, particularly the Belgian Companies and Associations Code and relevant tax regulations. It typically includes comprehensive details about the transaction structure, purchase price mechanisms, warranties about the company's condition, indemnities, and specific Belgian corporate law requirements such as share transfer restrictions and corporate approvals. The document is crucial for both private and public company transactions, though additional regulations apply for listed companies under Belgian financial services law.

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

2. Background: Context of the transaction, including 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 transaction terms including the shares being sold and purchase price

5. Purchase Price: Detailed provisions on consideration, payment methods, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the shares, company, and business

10. Limitations on Liability: Limitations on warranty claims and general liability of the parties

11. Tax Covenants: Specific provisions relating to tax matters and allocations of tax liability

12. Confidentiality: Obligations regarding confidential information and announcements

13. Non-Competition and Non-Solicitation: Restrictions on seller's future activities

14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

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

16. General Provisions: Standard boilerplate clauses including entire agreement, variations, and severability

17. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes