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Share Acquisition Agreement
"I need a Share Acquisition Agreement under Belgian law for the purchase of 75% shares in a technology company, with specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of the buyer(s), seller(s), and any other parties to the agreement
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction
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
8. Warranties and Representations: Standard warranties about the shares, target company, and seller's authority
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Tax Covenants: Specific provisions relating to tax matters and indemnities
11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
12. Further Assurance: Obligations to take additional actions necessary to effect the transaction
13. Notices: Process and requirements for formal communications between parties
14. Governing Law and Jurisdiction: Specification of Belgian law and jurisdiction provisions
1. Non-Compete Provisions: Restrictions on seller's future business activities - used when seller could compete with target business
2. Transitional Services: Arrangements for post-completion services by seller - relevant when target relies on seller's infrastructure
3. Employee Matters: Specific provisions regarding key employees or management - important for management-dependent businesses
4. Intellectual Property Rights: Special provisions for IP transfer and protection - crucial for technology or brand-focused companies
5. Real Estate Provisions: Specific provisions for material real estate assets - relevant when property is key to business
6. Regulatory Compliance: Additional compliance obligations - necessary for regulated industries
7. Earn-out Provisions: Mechanism for additional payments based on future performance - used in performance-dependent valuations
8. Tag-Along/Drag-Along Rights: Share transfer rights for partial acquisitions - relevant for joint ownership situations
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Warranties: Comprehensive warranties about the business, assets, and liabilities
4. Properties: Details of owned and leased properties
5. Intellectual Property: List of all IP rights owned or licensed by the target
6. Material Contracts: Summary of key commercial contracts
7. Employees: Details of employment terms for key personnel
8. Completion Requirements: Detailed list of documents and actions required at completion
9. Disclosed Matters: Information disclosed against the warranties
10. Form of Resignation Letters: Template resignation letters for departing directors
11. Form of Board Resolutions: Template board resolutions for completion
12. Data Room Index: Index of due diligence materials provided
Authors
Purchase Price
Payment Terms
Conditions Precedent
Warranties and Representations
Tax Covenants
Indemnification
Due Diligence
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Environmental
Regulatory Compliance
Data Protection
Force Majeure
Assignment
Termination
Dispute Resolution
Governing Law
Jurisdiction
Notices
Costs and Expenses
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Further Assurance
Entire Agreement
Severability
Amendments
Announcements
Third Party Rights
Anti-Corruption
Limitation of Liability
Material Adverse Change
Working Capital Adjustment
Bank Guarantees
Security Interests
Insurance
Manufacturing
Technology
Real Estate
Financial Services
Professional Services
Healthcare
Retail
Energy
Transportation
Construction
Agriculture
Telecommunications
Media and Entertainment
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Tax
Executive Leadership
Risk Management
Corporate Secretariat
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Head of Mergers & Acquisitions
Finance Director
Investment Manager
Corporate Development Director
Transaction Manager
Due Diligence Manager
Compliance Officer
Company Secretary
Board Member
Managing Director
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