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Equity Transfer Agreement
"I need an Equity Transfer Agreement under Belgian law for the sale of 100% shares in my tech startup to a French corporation, with completion planned for March 2025 and payment in installments."
1. Parties: Identification of the transferor(s) and transferee(s), including full legal names, registration details, and addresses
2. Background: Context of the transaction, description of the company whose shares are being transferred, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and percentage of total share capital being transferred
5. Purchase Price: Specification of the purchase price, payment terms, and payment method
6. Completion: Details of when and where completion will take place and what actions must occur at completion
7. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties from the buyer regarding authority and capacity to purchase
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Tax Matters: Tax-related provisions, including responsibility for transfer taxes and stamp duties
11. Confidentiality: Provisions regarding confidentiality of the transaction and company information
12. Notices: Process and addresses for serving formal notices under the agreement
13. Governing Law and Jurisdiction: Confirmation of Belgian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
1. Price Adjustment: Mechanisms for post-completion price adjustments based on accounts or performance metrics - used when the final price depends on company performance or accounts
2. Non-Competition: Restrictions on seller's future competing activities - relevant when seller has significant know-how or customer relationships
3. Employee Matters: Specific provisions regarding key employees or management - important when retention of key staff is crucial
4. Intellectual Property: Special provisions regarding IP rights - necessary when the company's value is significantly tied to IP
5. Bank Financing: Provisions relating to external financing - required when purchase is partially bank-financed
6. Management Transition: Terms for handover of management - relevant when seller has been actively managing the business
7. Shareholder Approval: Provisions regarding obtaining necessary shareholder approvals - required for certain types of Belgian companies
8. Competition Clearance: Provisions regarding obtaining competition authority approval - necessary for larger transactions
1. Details of the Shares: Detailed description of the shares being transferred, including share certificate numbers and share class rights
2. Company Information: Key details about the company including corporate structure, subsidiaries, and material contracts
3. Warranties: Detailed warranties about the company, its business and assets
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Company Accounts: Latest financial statements and management accounts
6. Properties: Details of any real estate owned or leased by the company
7. Intellectual Property Rights: List of all IP owned or licensed by the company
8. Key Contracts: Summary of material contracts and commitments
9. Employee Information: Details of employees, including key terms of employment
10. Transfer Forms: Share transfer forms and other required Belgian corporate documents
Authors
Articles of Association
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Enterprise Value
Equity Interest
FSMA
Group
Intellectual Property Rights
Law
Longstop Date
Material Adverse Change
Material Contracts
Notary
Notice
Parties
Permitted Encumbrances
Purchase Price
Purchaser
Regulatory Approvals
Relevant Authority
Sale Shares
Seller
Share Capital
Share Certificates
Shareholders Register
Shares
Signing Date
Subsidiaries
Target Company
Tax
Transaction
Transfer Date
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Limitations on Liability
Tax Covenants
Tax Indemnities
Share Transfer Mechanics
Corporate Governance
Non-Competition
Non-Solicitation
Confidentiality
Data Protection
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Regulatory Compliance
Anti-Money Laundering
Force Majeure
Termination
Break Fees
Notices
Assignment
Amendment
Waiver
Severability
Costs
Interest
Further Assurance
Entire Agreement
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Financial Services
Retail
Energy
Transportation
Construction
Agriculture
Media and Entertainment
Telecommunications
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Executive Leadership
Treasury
Corporate Secretariat
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Investment Director
Mergers & Acquisitions Manager
Corporate Development Director
Financial Controller
Tax Director
Compliance Officer
Board Member
Managing Director
Business Development Director
General Counsel
Transaction Manager
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