Agreement And Plan Of Merger Template for Belgium

1. Competition Clearance: Required if the merger meets Belgian or EU merger control thresholds

2. Works Council Consultation: Required if Belgian works council consultation is necessary

3. Shareholder Approval: Detailed procedures for shareholder approval if required for public companies

4. Cross-Border Provisions: Special provisions for cross-border mergers within the EU

5. Industry-Specific Regulations: Additional provisions for regulated industries (e.g., financial services, healthcare)

6. Intellectual Property: Detailed IP provisions if significant IP assets are involved

7. Environmental Matters: Special provisions for companies with significant environmental exposure

8. Real Estate: Detailed provisions if significant real estate assets are involved

1. Schedule A - Corporate Information: Detailed corporate information of both parties including subsidiaries

2. Schedule B - Financial Statements: Recent financial statements of both companies

3. Schedule C - Material Contracts: List and copies of material contracts affected by the merger

4. Schedule D - Intellectual Property: List of IP rights owned or licensed by each party

5. Schedule E - Real Property: Details of owned and leased real estate

6. Schedule F - Employee Information: List of employees, benefits, and employment agreements

7. Schedule G - Permits and Licenses: List of governmental permits and licenses

8. Schedule H - Pending Litigation: Details of ongoing legal proceedings

9. Schedule I - Insurance Policies: List of insurance policies and coverage

10. Appendix 1 - Merger Plan: Detailed plan of merger as required by Belgian law

11. Appendix 2 - Closing Checklist: List of all documents and actions required for closing

12. Appendix 3 - Form of Shareholder Resolution: Template for shareholder approval resolutions