The Common Stock Purchase Agreement is a crucial document used in Belgian corporate transactions for the sale and purchase of company shares. It is particularly important in private company transactions, mergers and acquisitions, and investment rounds. The agreement must comply with Belgian law, specifically the Companies and Associations Code, and relevant EU regulations. This document is essential when companies are seeking investment, during ownership transfers, or in corporate restructuring scenarios. It includes detailed provisions on share transfer mechanics, purchase price calculations, representations and warranties, and closing conditions, all tailored to meet Belgian legal requirements. The agreement also typically requires involvement of a Belgian notary for certain corporate actions and must address specific Belgian corporate law considerations regarding share transfers and shareholder rights.
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1. Parties: Identification of the seller(s) and purchaser(s), including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, including brief description of the company whose shares are being sold and the purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement, ensuring consistent interpretation
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and purchase price
5. Purchase Price and Payment: Detailed terms of payment, including method, timing, and any adjustments
6. Closing: Conditions precedent, closing mechanics, and timing of the transfer
7. Seller's Representations and Warranties: Standard representations regarding share ownership, authority to sell, and company-related warranties
8. Purchaser's Representations and Warranties: Representations regarding authority to purchase, financial capacity, and regulatory compliance
9. Covenants: Pre-closing and post-closing obligations of both parties
10. Indemnification: Terms for compensating parties for breaches of warranties or other obligations
11. Confidentiality: Provisions regarding confidential information and public 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 severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Non-Competition: Include when seller is required to refrain from competing with the company post-sale
4. Employee Matters: Include when the transaction affects key employees or management
5. Tax Matters: Include when specific tax arrangements or allocations need to be addressed
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Board Composition: Include when the purchase involves changes to board structure or voting rights
8. Regulatory Compliance: Include when specific regulatory approvals or filings are required
1. Schedule 1 - Share Details: Detailed description of shares being sold, including share certificates numbers and share class rights
2. Schedule 2 - Company Information: Key company details including corporate structure, subsidiaries, and material contracts
3. Schedule 3 - Warranties: Detailed warranties relating to the company and its business
4. Schedule 4 - Disclosed Information: List of documents and information disclosed against the warranties
5. Schedule 5 - Intellectual Property: List of company's IP rights and related licenses
6. Schedule 6 - Real Estate: Details of company's real estate holdings and leases
7. Schedule 7 - Material Contracts: List and summary of company's material contracts
8. Schedule 8 - Closing Documents: List of documents to be delivered at closing
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