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Business Share Purchase Agreement
"I need a Belgian law Business Share Purchase Agreement for the acquisition of 100% shares in a technology company, with completion scheduled for March 15, 2025, and standard warranties and representations."
1. Parties: Identification of the Seller(s) and Buyer(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: Comprehensive list of defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase of Shares: Core transaction terms, including description of shares being sold and basic sale mechanics
5. Purchase Price: Specification of purchase price, payment terms, and any price adjustment mechanisms
6. Completion: Details of when and how completion will occur, including conditions precedent and completion obligations
7. Seller's Warranties: Comprehensive warranties regarding the shares, target company, and its business
8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to enter into the transaction
9. Limitations on Liability: Limitations on warranty claims and general liability caps and exclusions
10. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
11. Confidentiality and Announcements: Provisions regarding confidentiality of transaction and any public announcements
12. Tax Matters: Tax-related provisions, including tax warranties, indemnities, and conduct of tax affairs
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Notices: Process and requirements for formal notices under the agreement
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
16. Execution: Signature blocks and execution formalities
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Include when restraints on seller's future activities are required
3. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
4. Intellectual Property Rights: Include when IP is a significant component of the target business
5. Real Estate Matters: Include when the target company has significant real estate holdings
6. Environmental Matters: Include when the target company has significant environmental exposures
7. Data Protection: Include when the target company processes significant personal data
8. Bank Financing: Include when the purchase is subject to external financing arrangements
9. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances
10. Post-Completion Integration: Include when specific post-completion obligations for business integration are required
1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target company
2. Shares Details: Detailed description of the shares being transferred, including share certificates
3. Warranties: Detailed warranty schedule expanding on main agreement warranties
4. Disclosure Letter: Seller's disclosures against the warranties
5. Completion Requirements: Detailed list of documents and actions required for completion
6. Properties: Details of all real estate owned or leased by the target company
7. Intellectual Property: List of all IP rights owned or licensed by the target company
8. Material Contracts: List and details of key commercial contracts
9. Employee Information: Details of employees, benefits, and employment agreements
10. Financial Statements: Recent financial statements and management accounts
11. Bank Account Details: Details for payment of purchase price and company's bank accounts
12. Data Room Index: Index of documents provided in due diligence
Authors
Accounts Date
Affiliate
Agreement
Articles of Association
Board
Business
Business Day
Buyer
CAC
Claim
Companies and Associations Code
Completion
Completion Date
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosure Letter
Encumbrance
Enterprise Value
Environmental Laws
Financial Statements
FSMA
Group
Guarantor
Intellectual Property Rights
Key Employees
Knowledge
Law
Leased Properties
Liability
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Owned Properties
Parties
Permits
Person
Purchase Price
Related Persons
Relevant Authority
Representatives
Seller
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Tax Claim
Tax Return
Third Party
Transaction
Transaction Documents
VAT
Warranties
Working Capital
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Completion Mechanics
Warranties and Representations
Fundamental Warranties
Business Warranties
Tax Warranties
Environmental Warranties
Employment Warranties
Property Warranties
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Pre-Completion Obligations
Post-Completion Obligations
Indemnification
Limitations of Liability
Tax Covenants
Employee Matters
Corporate Authority
Regulatory Compliance
Anti-Money Laundering
Competition Law
Material Contracts
Insurance
Environmental Compliance
Financial Statements
Working Capital
Bank Accounts
Powers of Attorney
Further Assurance
Assignment
Force Majeure
Notices
Costs
Severability
Entire Agreement
Amendments
Governing Law
Jurisdiction
Dispute Resolution
Manufacturing
Technology
Financial Services
Professional Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Transportation and Logistics
Construction
Agriculture
Mining and Materials
Media and Entertainment
Consumer Goods
Pharmaceuticals
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Strategy
Treasury
Tax
Corporate Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Corporate Development Director
Investment Director
Financial Director
Business Development Manager
Company Secretary
Mergers & Acquisitions Manager
Transaction Manager
Legal Director
Risk Manager
Compliance Officer
Strategy Director
Board Member
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