Letter Of Intent Share Purchase Agreement Template for Belgium

A Letter of Intent for Share Purchase Agreement under Belgian law serves as a preliminary document outlining the key terms and conditions for a proposed share acquisition. This document establishes the framework for negotiations and due diligence while specifying which provisions are legally binding and non-binding under Belgian jurisdiction. It typically includes essential elements such as the proposed transaction structure, indicative pricing, exclusivity periods, and confidentiality obligations, all drafted in compliance with Belgian corporate and contract law requirements. The document acts as a roadmap for the transaction while protecting both parties' interests during the negotiation phase.

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What is a Letter Of Intent Share Purchase Agreement?

A Letter Of Intent Share Purchase Agreement is a crucial preliminary document used in Belgian merger and acquisition transactions to establish the framework for a potential share purchase. This document type is typically employed after initial discussions but before detailed due diligence and final negotiations commence. It outlines the parties' intentions, key commercial terms, and conditions precedent while clearly distinguishing between binding and non-binding provisions under Belgian law. The agreement serves multiple purposes: it demonstrates serious intent, provides structure for the due diligence process, may secure exclusivity rights, and protects confidential information. While not a definitive agreement, it's an essential step in Belgian M&A transactions, providing a foundation for the detailed negotiations that will follow. The document must comply with Belgian corporate law requirements and pre-contractual obligations.

What sections should be included in a Letter Of Intent Share Purchase Agreement?

1. Parties: Identification of the potential seller(s) and buyer(s), including full legal names and registered addresses

2. Background/Intent: Brief description of the proposed transaction and parties' general intentions

3. Key Terms: Outline of the proposed share purchase, including target company, number of shares, and indicative price range

4. Due Diligence: Framework for the due diligence process, including timing and access to information

5. Timeline: Proposed schedule for negotiation, due diligence, and execution of definitive agreements

6. Confidentiality: Binding provisions regarding the confidential treatment of information exchanged

7. Exclusivity: Period during which the seller agrees not to negotiate with other potential buyers

8. Binding Nature: Clear statement of which provisions are binding and non-binding

9. Costs: Each party's responsibility for their own costs and expenses

10. Governing Law: Specification of Belgian law as governing law and jurisdiction

What sections are optional to include in a Letter Of Intent Share Purchase Agreement?

1. Break Fee: Terms of any break fee payable if either party withdraws under specific circumstances

2. Management Meetings: Framework for meetings with key management during the due diligence phase

3. Financing Condition: Conditions related to the buyer's ability to secure financing

4. Employee Matters: Preliminary agreements regarding retention of key employees

5. Press Releases: Rules for public announcements about the potential transaction

6. Regulatory Approvals: Framework for handling necessary regulatory approvals

7. Non-Solicitation: Restrictions on approaching employees, customers, or suppliers

What schedules should be included in a Letter Of Intent Share Purchase Agreement?

1. Target Company Information: Basic information about the target company and its shares

2. Indicative Timeline: Detailed timeline with key milestones and deadlines

3. Due Diligence Requirements: List of required documents and information for due diligence

4. Key Commercial Terms: Summary of main commercial points agreed in principle

5. Contact Details: List of key contacts for each party and their advisors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Belgium

Publisher

Genie AI

Cost

Free to use

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