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The Share Purchase Agreement (SPA) is a fundamental document in Belgian corporate transactions, used when transferring ownership of a company through the sale of its shares. This agreement is essential for both private and public company transactions in Belgium, though specific requirements may vary. It must comply with Belgian law, particularly the Belgian Companies and Associations Code, and address specific local requirements regarding share transfers, corporate governance, and tax implications. The document serves multiple purposes: it finalizes the negotiated terms between parties, establishes the legal framework for the transaction, allocates risks between parties, and provides mechanisms for post-completion adjustments and dispute resolution. Typically used in mergers and acquisitions, corporate restructurings, or investment transactions, the SPA includes comprehensive warranties, indemnities, and conditions specific to Belgian corporate practice.

1. Parties: Identification of the seller(s), purchaser(s) and any guarantors

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 and interpretation rules for the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

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

6. Conditions Precedent: Requirements 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

9. Warranties: Seller's representations and warranties about the company and shares

10. Limitations on Liability: Limitations on seller's liability for warranty breaches and claims

11. Tax Covenants: Specific provisions dealing with tax matters and allocations

12. Confidentiality: Obligations regarding transaction and business confidentiality

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligations to take additional actions to implement the transaction

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for formal communications between parties

17. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction provisions