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Share Purchase Agreement And Shareholders Agreement Template for Belgium

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Key Requirements PROMPT example:

Share Purchase Agreement And Shareholders Agreement

"I need a Share Purchase Agreement and Shareholders Agreement for a tech startup acquisition where I'm purchasing 60% of shares, with specific provisions for an earn-out structure and protections for the founder who will retain 40% and continue as CEO."

Document background
The Share Purchase Agreement And Shareholders Agreement is a fundamental document used in Belgian corporate transactions where shares are being transferred and ongoing relationships between shareholders need to be regulated. This document is particularly relevant in private company acquisitions, joint ventures, and investment transactions where detailed provisions are required for both the initial share purchase and subsequent shareholder relations. The agreement must comply with Belgian corporate law, particularly the Belgian Code of Companies and Associations (CCA), and typically includes comprehensive provisions on share valuation, transfer mechanics, corporate governance, minority shareholder protections, and exit mechanisms. It's commonly used in situations involving private equity investments, family business transitions, or strategic corporate acquisitions where both immediate transaction terms and long-term shareholder relationships need to be clearly defined and legally protected.
Suggested Sections

1. Parties: Identification of all parties to the agreement including sellers, purchasers, and the company

2. Background: Context of the transaction and current company ownership structure

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Sale and Purchase of Shares: Core transaction terms including share details and purchase price

5. Purchase Price and Payment: Detailed price structure, payment mechanics, and any adjustments

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

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics and requirements for closing the transaction

9. Warranties and Representations: Seller and purchaser warranties about the shares, company, and transaction

10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

11. Board Composition and Management: Structure and appointment rights for the board of directors

12. Shareholder Rights and Obligations: Core shareholder provisions including voting rights and capital contributions

13. Reserved Matters: Decisions requiring special approval thresholds

14. Share Transfer Restrictions: Limitations on transfer of shares and required procedures

15. Exit Provisions: Mechanisms for future sale or IPO of the company

16. Confidentiality: Obligations regarding confidential information

17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Earn-out Provisions: Include when part of purchase price is contingent on future performance

2. Seller Financing: Include when seller provides financing for the purchase

3. Anti-dilution Rights: Include for minority shareholders requiring protection against dilution

4. Tag-Along Rights: Include when minority shareholders need right to join in sale by majority

5. Drag-Along Rights: Include when majority shareholders need right to force minorities to join sale

6. Non-Compete and Non-Solicitation: Include when sellers need to be restricted from competing

7. Intellectual Property Rights: Include when IP is a significant company asset

8. Employee Matters: Include when specific employee arrangements need to be addressed

9. Real Estate Provisions: Include when company has significant real estate assets

10. Environmental Matters: Include for companies with environmental risks or obligations

Suggested Schedules

1. Share Capital Information: Details of company's share capital structure and ownership

2. Warranties: Detailed seller warranties about the company and business

3. Disclosure Letter: Exceptions and qualifications to the warranties

4. Company Information: Key company details including subsidiaries and financial statements

5. Properties: List and details of company's real estate

6. Material Contracts: Summary of key commercial contracts

7. Intellectual Property: List of IP rights owned or licensed by the company

8. Employee Information: Details of key employees and benefit schemes

9. Completion Requirements: Detailed list of completion deliverables

10. Reserved Matters List: Detailed list of decisions requiring special approval

11. Form of Resignation Letters: Template resignation letters for departing directors

12. Form of Board Resolutions: Template board resolutions for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























































Clauses









































Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Healthcare

Retail

Energy

Professional Services

Media and Entertainment

Telecommunications

Industrial

Consumer Goods

Life Sciences

Infrastructure

Agriculture

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Tax

Corporate Secretariat

Board of Directors

Executive Management

Investment

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Manager

Private Equity Partner

Business Development Director

Corporate Secretary

Finance Director

Legal Counsel

Investment Banker

Transaction Advisory Partner

Corporate Development Manager

Board Member

Managing Director

Compliance Officer

Strategy Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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