The Stock Repurchase Agreement is a crucial document used when a Belgian company decides to buy back its own shares from existing shareholders. This transaction must comply with the strict requirements of the Belgian Code of Companies and Associations (BCCA), including limitations on the percentage of shares that can be repurchased, shareholder approval requirements, and equal treatment principles. The agreement is commonly used for various corporate purposes such as implementing employee exit arrangements, managing share capital, or executing shareholder exit strategies. It details the terms of the repurchase, including purchase price, payment terms, representations and warranties, and closing conditions. The document must incorporate specific Belgian legal requirements regarding corporate governance, financial assistance rules, and tax implications of share buybacks.
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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the repurchase, reference to board and shareholder approvals, and compliance with BCCA requirements
3. Definitions: Defined terms used throughout the agreement, including specific Belgian legal terminology
4. Subject Matter and Scope: Details of shares to be repurchased, including number, class, and percentage of total share capital
5. Purchase Price: Agreed price per share and total consideration, payment terms, and valuation methodology
6. Closing Conditions: Prerequisites for completing the repurchase, including regulatory approvals and corporate authorizations
7. Representations and Warranties: Statements by both parties regarding authority, ownership, and compliance with laws
8. Closing Mechanics: Process for executing the transfer, including timing and documentation requirements
9. Tax Provisions: Treatment of taxes, including withholding requirements and responsibility for payment
10. Governing Law and Jurisdiction: Explicit reference to Belgian law and designation of competent courts
1. Employee Specific Provisions: Required when repurchasing shares from current or former employees, addressing employment-related aspects
2. Market Abuse Prevention: Required for listed companies, detailing compliance with market abuse regulations
3. Shareholder Rights: Needed when the seller retains other shares, addressing ongoing shareholder relationships
4. Escrow Arrangements: Used when payment or shares need to be held in escrow
5. Drag-Along/Tag-Along Rights: Included when the repurchase triggers or affects existing shareholder rights
6. Confidentiality: Optional but recommended for private companies or sensitive transactions
7. Non-Competition: Relevant when buying out departing shareholders who might compete
8. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed
1. Share Details Schedule: Detailed description of shares being repurchased, including share certificates numbers
2. Corporate Approvals: Copies of board resolutions and shareholder approvals authorizing the repurchase
3. Valuation Report: If applicable, independent valuation supporting the purchase price
4. Closing Checklist: List of documents and actions required for closing
5. Tax Clearance Certificates: If required, documentation of tax compliance
6. Specimen Share Transfer Forms: Templates for executing the share transfer
7. Payment Details: Banking and payment execution information
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