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Share Cancellation Agreement
"I need a Share Cancellation Agreement under Belgian law for a private limited company where a minority shareholder's 1,000 ordinary shares will be cancelled as part of a negotiated exit, with completion planned for March 15, 2025."
1. Parties: Identification of the company and the shareholder(s) whose shares are being cancelled
2. Background: Context of the share cancellation, including corporate approvals and reasons for cancellation
3. Definitions: Key terms used throughout the agreement
4. Share Details: Specific identification of shares to be cancelled, including number, class, and nominal value
5. Cancellation Process: Steps and timing for implementing the share cancellation
6. Conditions Precedent: Requirements that must be met before the cancellation can take effect
7. Representations and Warranties: Statements of fact by parties regarding their authority, share ownership, and compliance with law
8. Tax Matters: Allocation of tax liabilities and responsibilities
9. Completion: Actions to be taken at completion of the cancellation
10. General Provisions: Standard legal provisions including notices, amendments, governing law, and jurisdiction
1. Consideration: Terms of any payment or compensation for the cancelled shares - include if consideration is being paid
2. Related Transactions: Description of any linked transactions or agreements - include if part of larger transaction
3. Third Party Rights: Provisions dealing with any security interests or other third-party rights over the shares - include if relevant
4. Market Regulations: Compliance with stock exchange and securities regulations - include for listed companies
5. Post-Completion Obligations: Ongoing obligations after the cancellation - include if there are continuing obligations
6. Confidentiality: Provisions regarding confidential treatment of the transaction - include if not covered in existing agreements
1. Corporate Approvals: Copies of board and shareholder resolutions approving the cancellation
2. Share Certificates: Copies of share certificates to be cancelled
3. Register of Members: Extract from the company's share register showing the relevant shareholding
4. Valuation Report: Independent valuation of shares (if required)
5. Tax Clearance: Any required tax clearances or confirmations
6. Regulatory Approvals: Copies of any required regulatory approvals or notifications
7. Powers of Attorney: If applicable, powers of attorney authorizing signatories
Authors
Articles of Association
Board
Business Day
CAC
Cancellation
Cancellation Date
Company
Completion
Conditions Precedent
Consideration
Corporate Registry
Effective Date
Encumbrance
FSMA
General Meeting
Governmental Authority
Independent Auditor
Notarial Deed
Notary
Parties
Register of Members
Regulatory Approvals
Relevant Shares
Share Capital
Share Certificates
Shareholder(s)
Shareholders' Resolution
Special Report
Tax Authority
Transaction
Valuation Report
Share Cancellation
Consideration
Conditions Precedent
Completion
Representations and Warranties
Tax Covenants
Regulatory Compliance
Corporate Approvals
Confidentiality
Further Assurance
Notices
Assignment
Severability
Entire Agreement
Amendments
Costs
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Counterparts
Authority
Indemnification
Termination
Financial Services
Banking
Private Equity
Manufacturing
Technology
Retail
Real Estate
Professional Services
Energy
Healthcare
Telecommunications
Legal
Corporate Secretariat
Finance
Corporate Finance
Treasury
Compliance
Tax
Board Secretariat
Mergers & Acquisitions
Corporate Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Corporate Secretary
Compliance Officer
Head of Legal
General Counsel
Corporate Finance Manager
Treasury Manager
Board Director
Managing Director
Chief Legal Officer
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