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Share Issue Agreement
"I need a Share Issue Agreement under Belgian law for issuing 10,000 new Class B shares to a single foreign institutional investor, with completion scheduled for March 15, 2025, including standard anti-dilution provisions and information rights."
1. Parties: Identification of the issuing company and the subscriber(s), including their full legal names, registration numbers, and registered addresses
2. Background: Context of the share issue, including corporate approvals and relevant company resolutions
3. Definitions: Definitions of key terms used throughout the agreement
4. Share Issue Details: Specific details of the shares being issued, including number, class, nominal value, and issue price
5. Subscription and Payment: Terms and conditions of the subscription, payment requirements, and deadlines
6. Completion: Requirements and conditions for completing the share issue, including documentation and registration
7. Representations and Warranties: Statements and assurances from both the company and the subscriber
8. Company Undertakings: Commitments and obligations of the company regarding the share issue
9. Subscriber Undertakings: Commitments and obligations of the subscriber
10. Notices: Communication requirements and contact details for formal notices
11. Governing Law and Jurisdiction: Confirmation of Belgian law application and jurisdiction for disputes
1. Pre-emptive Rights: Section addressing existing shareholders' pre-emptive rights and their waiver, if applicable
2. Lock-up Provisions: Restrictions on transfer of shares for a specified period, if required
3. Anti-dilution Protection: Provisions protecting against future dilution of shareholding, if agreed
4. Tag-Along Rights: Rights of minority shareholders to join in sale of shares, if relevant
5. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in sale, if relevant
6. Information Rights: Special information rights granted to new shareholders, if applicable
7. Board Representation: Rights to board representation for new shareholders, if agreed
1. Share Capital Structure: Details of the company's share capital structure before and after the issue
2. Shareholders' Resolution: Copy of the shareholders' resolution approving the share issue
3. Board Resolution: Copy of the board resolution approving the share issue
4. Share Certificate Template: Form of share certificate to be issued
5. Articles of Association: Current articles of association of the company
6. Subscription Form: Form for formal subscription to the shares
7. KYC Documentation: Required know-your-customer documentation for the subscriber
8. Shareholders' Register Extract: Template for updated shareholders' register entry
Authors
Articles of Association
Board
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Corporate Documents
Effective Date
Encumbrance
Existing Shareholders
FSMA
Governing Law
Issue Price
Issuing Company
Material Adverse Change
New Shares
Notary
Parties
Pre-emptive Rights
Purchase Price
Regulatory Approvals
Representations and Warranties
Share Capital
Share Certificate
Shareholders' Register
Shares
Subscriber
Subscription Amount
Subscription Form
Subscription Price
Transaction Documents
Transfer
Warranties
Payment Terms
Completion Conditions
Representations and Warranties
Pre-emptive Rights
Transfer Restrictions
Confidentiality
Anti-dilution
Tag-along Rights
Drag-along Rights
Information Rights
Board Representation
Regulatory Compliance
Share Certificates
Registration Rights
Shareholder Approvals
Conditions Precedent
Warranties
Indemnification
Default
Termination
Force Majeure
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Financial Services
Banking
Corporate Services
Legal Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Retail
E-commerce
Construction
Biotechnology
Legal
Finance
Corporate Development
Compliance
Executive Management
Corporate Secretariat
Investment
Treasury
Risk Management
Investor Relations
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Finance Director
Investment Manager
Corporate Finance Manager
Compliance Officer
Board Member
Managing Director
Legal Counsel
Financial Controller
Corporate Development Director
Investor Relations Manager
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