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Company Share Purchase Agreement
"I need a Company Share Purchase Agreement under Belgian law for the acquisition of a mid-sized technology company, with completion scheduled for March 2025 and including standard warranties and representations, but please include specific provisions for intellectual property protection and key employee retention."
1. Parties: Identification of the seller(s), buyer(s), and the target company, including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the target company 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 shares being sold, purchase price, and payment mechanisms
5. Completion: Details of when and how the transfer will be completed, including conditions precedent and completion obligations
6. Seller's Warranties: Comprehensive warranties about the shares, target company, and its business
7. Buyer's Warranties: Warranties from the buyer, particularly regarding authority and ability to complete the transaction
8. Limitations on Liability: Limitations on warranty claims and general liability of the parties
9. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
10. Confidentiality: Provisions regarding confidential information and announcements
11. Tax Matters: Tax-related provisions, including tax warranties, indemnities, and conduct of tax affairs
12. General Provisions: Standard legal provisions including notices, assignments, amendments, governing law, and jurisdiction
1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for key employees or general workforce are needed
3. Non-Competition and Non-Solicitation: Include when restrictions on seller's future activities are required
4. Intellectual Property Rights: Include when IP is a significant aspect of the target company's business
5. Real Estate: Include when the target company has significant real estate assets
6. Environmental Matters: Include when environmental risks or compliance is significant
7. Data Protection: Include when the target company processes significant personal data
8. Bank Financing: Include when the purchase is funded through bank financing
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Shares Information: Detailed description of the shares being transferred
3. Completion Obligations: List of documents and actions required at completion
4. Warranties: Detailed warranties given by the seller
5. Disclosure Letter: Exceptions and qualifications to the warranties
6. Properties: List and details of real estate owned or leased
7. Material Contracts: Summary of key contracts affecting the business
8. Intellectual Property: List of IP rights owned or licensed
9. Employee Information: Details of employees and their terms of employment
10. Financial Statements: Recent financial statements of the target company
Authors
Accounts Date
Affiliate
Agreement
Articles of Association
Business
Business Day
Buyer
CAC
Claim
Closing
Closing Date
Company
Competition Law
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Data Protection Laws
Disclosed
Disclosure Letter
Encumbrance
Enterprise Value
Environmental Laws
Financial Statements
Group
Intellectual Property Rights
Key Employees
Liabilities
Losses
Material Adverse Change
Material Contracts
Notice
Parties
Permits
Purchase Price
Related Persons
Relevant Authority
Representatives
Seller
Seller's Warranties
Shares
Signing Date
Subsidiary
Target Company
Tax
Tax Authority
Transaction
Transaction Documents
Warranties
Working Capital
Definitions
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Indemnification
Limitations of Liability
Tax Matters
Employee Matters
Intellectual Property
Real Estate
Regulatory Compliance
Competition Law
Environmental Matters
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Force Majeure
Assignment
Notices
Amendment
Severability
Entire Agreement
Third Party Rights
Costs
Governing Law
Dispute Resolution
Authority
Due Diligence
Business Conduct
Insurance
Bank Accounts
Material Contracts
Corporate Records
Shareholder Rights
Director Obligations
Remedies
Termination
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Energy
Transportation
Construction
Media and Entertainment
Telecommunications
Agriculture
Mining and Resources
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Executive Leadership
Treasury
Corporate Secretariat
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Managing Director
Finance Director
Company Secretary
Merger & Acquisition Manager
Business Development Director
Investment Manager
Corporate Development Officer
Transaction Manager
Due Diligence Specialist
Tax Director
Risk Manager
Compliance Officer
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