The Contract Merger is a fundamental document in Belgian corporate restructuring, used when two or more companies combine their operations through a legal merger process. This document is essential for transactions where at least one party is subject to Belgian jurisdiction and must comply with the Belgian Code of Companies and Associations (BCCA). The contract outlines all aspects of the merger, including corporate, financial, operational, and legal elements, and serves as the primary agreement governing the combination of the entities. It is particularly important as it must address specific requirements under Belgian law, including employee protection provisions, shareholder rights, and regulatory approvals. The document typically requires approval from various stakeholders and may need to be submitted to regulatory authorities, particularly in cases involving listed companies or reaching certain thresholds requiring competition clearance.
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1. Parties: Identification and details of the merging entities and any parent companies involved
2. Background: Context of the merger, including corporate history and commercial rationale
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Structure of the Merger: Detailed description of the merger type and mechanism under Belgian law
5. Merger Consideration: Details of the consideration, including share exchange ratios or cash payments
6. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business
7. Conditions Precedent: Conditions that must be satisfied before the merger can complete
8. Completion Mechanics: Detailed process for completing the merger, including timing and required actions
9. Assets and Liabilities: Treatment of assets and liabilities in the merger, including transfer mechanisms
10. Employee Matters: Provisions regarding employees, including transfer of employment and related rights
11. Representations and Warranties: Standard representations and warranties from both parties
12. Tax Matters: Tax-related provisions and allocations of tax liabilities
13. Governing Law and Jurisdiction: Confirmation of Belgian law governance and jurisdiction arrangements
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Listed Company Provisions: Additional provisions required when one or more parties are publicly listed companies
2. Intellectual Property: Specific provisions for handling IP rights where significant IP assets are involved
3. Real Estate: Specific provisions for handling real estate assets where significant property holdings are involved
4. Competition Clearance: Detailed provisions regarding competition law clearance where required by transaction size
5. Transition Services: Provisions for post-merger transition services if required
6. Environmental Matters: Specific provisions dealing with environmental liabilities where relevant
7. Pensions: Specific provisions dealing with pension schemes where significant pension obligations exist
8. Break Fee: Provisions regarding break fees where agreed between the parties
1. Merger Terms: Detailed merger terms as required by Belgian law
2. Corporate Information: Detailed corporate information for all parties
3. Properties: List and details of all real estate assets
4. Material Contracts: List and copies of material contracts
5. Intellectual Property Rights: Schedule of all IP rights
6. Employee Information: Details of transferring employees and their terms
7. Financial Statements: Recent financial statements of merging entities
8. Completion Requirements: Detailed list of completion deliverables
9. Tax Computations: Relevant tax calculations and allocations
10. Form of Board Resolutions: Template board resolutions for approval of the merger
11. Form of Shareholder Resolutions: Template shareholder resolutions for approval of the merger
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