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Shareholder Purchase Agreement
"I need a Belgian law Shareholder Purchase Agreement for the purchase of 75% shares in a technology startup company, with an earn-out mechanism and specific provisions for intellectual property protection, planned for completion by March 2025."
1. Parties: Identification of the seller(s), purchaser(s) and the target company, including their full legal details
2. Background: Context of the transaction, including current ownership structure 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 number of shares, purchase price, and payment terms
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 allocation of tax liabilities
11. Confidentiality: Obligations regarding confidential information and announcements
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement
1. Price Adjustment: Mechanisms for adjusting the purchase price post-completion, used when price depends on completion accounts or earn-out provisions
2. Non-Competition: Restrictions on seller's competing activities, included when seller could compete with target business
3. Employee Matters: Specific provisions regarding employees and employee benefits, needed when employment arrangements are material
4. Intellectual Property: Detailed IP provisions, required when IP is a significant asset
5. Real Estate: Specific provisions regarding property matters, needed when real estate is material to the business
6. Environmental Matters: Environmental warranties and indemnities, included for businesses with environmental risks
7. Data Protection: Specific GDPR compliance provisions, required when personal data processing is significant
8. Bank Financing: Provisions relating to external financing, needed when purchase is externally financed
1. Details of the Target Company: Corporate information, share capital, and shareholding structure
2. Warranties: Detailed warranties given by the seller
3. Properties: List and details of real estate owned or leased
4. Intellectual Property Rights: List of IP rights owned or licensed
5. Material Contracts: Summary of key contracts affecting the business
6. Employees: List of employees and their key terms of employment
7. Completion Requirements: Detailed list of documents and actions required at completion
8. Disclosed Documents: List of documents disclosed against the warranties
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Tax Deed: Detailed tax covenant and tax indemnity provisions
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Transportation
Construction
Agriculture
Telecommunications
Media
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Development Director
Investment Manager
Financial Controller
Tax Director
Company Secretary
Mergers & Acquisitions Director
Business Development Manager
Risk Manager
Compliance Officer
Board Member
Corporate Lawyer
Finance Director
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