The Company Share Purchase Agreement is a fundamental document in corporate acquisitions under Belgian law, used when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This agreement is essential for both private and public company transactions, though its specific terms may vary depending on the size and nature of the transaction. It must comply with Belgian corporate law, particularly the Companies and Associations Code, and typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, pre-completion and post-completion obligations, and various regulatory requirements. The document is particularly important in Belgium's civil law system, where statutory provisions significantly influence contract terms and interpretation. It serves as the primary reference point for the rights and obligations of all parties involved in the share transfer process.
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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
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