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Equity Purchase Agreement
"I need an Equity Purchase Agreement under Belgian law for the acquisition of a technology startup, with particular emphasis on intellectual property protection and employee retention provisions, planned for completion by March 2025."
1. Parties: Identification of the buyer(s) and seller(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, including brief 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: Core transaction terms including description of shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Required conditions to be satisfied before completion, including regulatory approvals and third-party consents
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing
8. Warranties and Representations: Seller's warranties about the company, shares, and business; Buyer's warranties regarding authority and funding
9. Limitations on Liability: Limitations on warranty claims, caps on liability, time limits, and exclusions
10. Price Adjustments: Mechanisms for post-completion price adjustments based on completion accounts or other metrics
11. Tax Covenants: Specific provisions relating to tax matters, including tax indemnities and allocations
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
13. General Provisions: Standard boilerplate clauses including notices, assignments, amendments, and governing law
1. Non-Competition and Non-Solicitation: Restrictions on seller's competitive activities post-completion, used when seller retains industry capacity
2. Transitional Services: Arrangements for post-completion services provided by seller, needed when business continuity requires seller's ongoing support
3. Employee Matters: Specific provisions regarding employees and employee benefits, relevant when significant workforce implications exist
4. Real Estate: Specific provisions for real estate matters, needed when property forms significant part of transaction
5. Intellectual Property: Detailed IP provisions, important when IP is a key transaction asset
6. Environmental Matters: Specific environmental provisions and indemnities, relevant for businesses with environmental risks
7. Data Protection: Specific GDPR and data protection provisions, crucial when personal data processing is significant
8. Bank Financing: Provisions relating to transaction financing, needed when purchase is externally financed
1. Details of the Company: Corporate information, shareholding structure, and subsidiary details
2. Warranties: Detailed warranties about the company, business, and assets
3. Properties: List and details of all owned and leased properties
4. Intellectual Property Rights: Schedule of all IP rights owned or licensed by the company
5. Material Contracts: List and summary of key commercial contracts
6. Employee Information: Details of employees, including key terms and benefits
7. Completion Obligations: Detailed list of completion deliverables and actions
8. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals
9. Tax Deed: Detailed tax indemnity provisions and tax covenant
10. Data Room Index: Index of due diligence materials provided
11. Completion Accounts Principles: Accounting principles for preparation of completion accounts
Authors
Accounting Principles
Accounts
Accounts Date
Affiliate
Agreement
Annual Accounts
Business
Business Day
Buyer
Claim
Completion
Completion Accounts
Completion Date
Conditions Precedent
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Employees
Encumbrance
Enterprise Value
Equity Interest
Escrow Account
Escrow Agent
Escrow Agreement
Financial Statements
Fundamental Warranties
Governmental Authority
Group
Group Companies
Indemnity
Intellectual Property Rights
Key Employees
Knowledge
Law
Leakage
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Ordinary Course of Business
Parties
Permits
Permitted Encumbrances
Permitted Leakage
Person
Purchase Price
Real Property
Related Party
Relevant Authority
Representatives
Seller
Seller's Group
Shares
Signing Date
Subsidiaries
Tag-along Rights
Target Company
Tax
Tax Authority
Tax Deed
Tax Return
Third Party
Transaction
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Covenants
Completion Mechanics
Post-Completion Obligations
Warranties and Representations
Indemnification
Liability Limitations
Price Adjustment
Tax Matters
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Regulatory Compliance
Competition Law
Environmental Matters
Data Protection
Confidentiality
Non-Compete
Non-Solicitation
Force Majeure
Assignment
Third Party Rights
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Legal Costs
Authority and Capacity
Announcements
Further Assurance
Survival
Time of Essence
Termination Rights
Break Fees
Language
Manufacturing
Technology
Real Estate
Healthcare
Financial Services
Retail
Energy
Telecommunications
Professional Services
Construction
Agriculture
Transportation
Media and Entertainment
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Strategy
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
M&A Director
Investment Manager
Corporate Development Manager
Finance Director
Tax Director
Company Secretary
Business Development Director
Risk Manager
Compliance Officer
Transaction Manager
Due Diligence Manager
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