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Shares Sale And Purchase Agreement
"I need a Share Sale and Purchase Agreement under Belgian law for the purchase of 100% shares in a technology company, with completion scheduled for March 15, 2025, and standard warranties and indemnities."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, 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 shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, target company, and business
9. Limitations on Liability: Limitations on seller's liability under the warranties and indemnities
10. Tax Covenants: Specific provisions relating to tax matters and allocations
11. Confidentiality: Obligations regarding confidential information and announcements
12. Notices: Process and requirements for formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
1. Price Adjustment: Mechanisms for post-completion price adjustments based on completion accounts or earnouts, used when price depends on financial metrics
2. Non-Competition: Restrictions on seller's competitive activities, included when seller could compete with target business
3. Employee Matters: Specific provisions regarding employees and management, necessary when employment arrangements are material
4. Intellectual Property: Special provisions for IP rights and protection, important when IP is a key asset
5. Real Estate: Specific provisions regarding property owned or leased by target company, relevant when real estate is material
6. Environmental Matters: Specific provisions regarding environmental liabilities, important for businesses with environmental risks
7. Data Protection: Specific provisions regarding personal data and GDPR compliance, necessary when significant personal data is involved
8. Bank Financing: Provisions relating to third-party financing, required when purchase is partially bank financed
9. Regulatory Approvals: Additional provisions regarding regulatory requirements, needed when transaction requires regulatory clearance
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties given by the seller
3. Properties: Details of all real estate owned or leased by the target company
4. Intellectual Property Rights: List of all IP owned or licensed by the target company
5. Material Contracts: Summary of key contracts and commitments
6. Employees: Details of employees, including key terms of employment
7. Pension Schemes: Details of pension arrangements and liabilities
8. Bank Accounts: Details of all bank accounts and financial facilities
9. Data Room Index: Index of documents provided in due diligence
10. Completion Deliverables: List of documents to be delivered at completion
11. Form of Resignation Letters: Template resignation letters for outgoing directors
12. Form of Board Resolutions: Template board resolutions approving the transfer
Authors
Manufacturing
Technology
Real Estate
Financial Services
Professional Services
Healthcare
Retail
Energy
Telecommunications
Construction
Agriculture
Transportation
Media and Entertainment
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Treasury
Corporate Secretariat
Risk Management
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Legal Counsel
Corporate Secretary
Finance Director
Investment Manager
Mergers & Acquisitions Director
Business Development Director
Tax Director
Compliance Officer
Due Diligence Manager
Transaction Manager
Corporate Development Manager
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