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Share Buyback Agreement
"I need a Share Buyback Agreement under Belgian law for our listed technology company to repurchase 50,000 shares from institutional investors, with completion planned for March 2025, ensuring compliance with FSMA regulations and including market announcement provisions."
1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the share buyback, corporate approvals, and relevant company information
3. Definitions: Defined terms used throughout the agreement
4. Sale and Purchase: Core terms of the share buyback including number of shares, price, and payment terms
5. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals
6. Completion: Mechanics and timing of the buyback execution
7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Representations regarding corporate authority and compliance with Belgian law
9. Tax Provisions: Treatment of taxes, including withholding obligations and tax indemnities
10. Confidentiality: Obligations regarding non-disclosure of transaction details
11. Notices: Communication procedures between parties
12. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Listed Company Provisions: Additional provisions for compliance with MAR and FSMA requirements, used when the company is publicly listed
2. Employee Scheme Provisions: Specific terms for buybacks related to employee share schemes
3. Market Announcement: Requirements for public announcements, relevant for listed companies
4. Regulatory Compliance: Additional compliance requirements for regulated industries
5. Share Transfer Restrictions: Reference to any existing shareholders' agreement or corporate restrictions
6. Anti-dilution Provisions: Protection mechanisms if relevant corporate events occur before completion
7. Escrow Arrangements: Terms for holding funds in escrow if required for transaction security
1. Schedule 1 - Share Details: Detailed information about the shares being purchased, including class, rights, and certificates
2. Schedule 2 - Calculation of Purchase Price: Methodology and calculations for determining the share price
3. Schedule 3 - Corporate Approvals: Copies of board and shareholder resolutions approving the buyback
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Form of Transfer Instruments: Template share transfer forms and other necessary documentation
6. Appendix A - Tax Calculations: Detailed tax implications and calculations
7. Appendix B - Regulatory Filings: Forms and notices required for Belgian regulatory compliance
Authors
Articles of Association
Board
Business Day
CCA
Company
Completion
Completion Date
Conditions Precedent
Consideration
Encumbrance
FSMA
General Meeting
Group
Long Stop Date
Loss
MAR
Material Adverse Change
Purchase Price
Regulatory Authority
Relevant Securities
Sale Shares
Seller
Share Capital
Share Certificate
Shareholders
Share Register
Signing Date
Statutory Auditor
Surviving Provisions
Tax
Transaction
Transfer
Warranties
Working Hours
Definitions
Sale and Purchase
Purchase Price
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Covenants
Regulatory Compliance
Corporate Authority
Share Rights
Transfer Restrictions
Payment Terms
Representations
Indemnification
Confidentiality
Announcements
Notices
Further Assurance
Assignment
Costs
Severability
Entire Agreement
Amendments
Third Party Rights
Force Majeure
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Banking
Professional Services
Technology
Manufacturing
Retail
Healthcare
Energy
Real Estate
Telecommunications
Consumer Goods
Industrial
Media and Entertainment
Legal
Finance
Corporate Governance
Treasury
Tax
Compliance
Company Secretariat
Mergers & Acquisitions
Investor Relations
Risk Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Legal Director
Finance Director
Treasury Manager
Corporate Governance Officer
Compliance Officer
Tax Director
M&A Director
Board Member
Company Director
Shareholder Relations Manager
Financial Controller
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