The Share Purchase Agreement And Shareholders Agreement is a fundamental document used in Belgian corporate transactions where shares are being transferred and ongoing relationships between shareholders need to be regulated. This document is particularly relevant in private company acquisitions, joint ventures, and investment transactions where detailed provisions are required for both the initial share purchase and subsequent shareholder relations. The agreement must comply with Belgian corporate law, particularly the Belgian Code of Companies and Associations (CCA), and typically includes comprehensive provisions on share valuation, transfer mechanics, corporate governance, minority shareholder protections, and exit mechanisms. It's commonly used in situations involving private equity investments, family business transitions, or strategic corporate acquisitions where both immediate transaction terms and long-term shareholder relationships need to be clearly defined and legally protected.
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1. Parties: Identification of all parties to the agreement including sellers, purchasers, and the company
2. Background: Context of the transaction and current company ownership structure
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase of Shares: Core transaction terms including share details and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanics, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties and Representations: Seller and purchaser warranties about the shares, company, and transaction
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
11. Board Composition and Management: Structure and appointment rights for the board of directors
12. Shareholder Rights and Obligations: Core shareholder provisions including voting rights and capital contributions
13. Reserved Matters: Decisions requiring special approval thresholds
14. Share Transfer Restrictions: Limitations on transfer of shares and required procedures
15. Exit Provisions: Mechanisms for future sale or IPO of the company
16. Confidentiality: Obligations regarding confidential information
17. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Seller Financing: Include when seller provides financing for the purchase
3. Anti-dilution Rights: Include for minority shareholders requiring protection against dilution
4. Tag-Along Rights: Include when minority shareholders need right to join in sale by majority
5. Drag-Along Rights: Include when majority shareholders need right to force minorities to join sale
6. Non-Compete and Non-Solicitation: Include when sellers need to be restricted from competing
7. Intellectual Property Rights: Include when IP is a significant company asset
8. Employee Matters: Include when specific employee arrangements need to be addressed
9. Real Estate Provisions: Include when company has significant real estate assets
10. Environmental Matters: Include for companies with environmental risks or obligations
1. Share Capital Information: Details of company's share capital structure and ownership
2. Warranties: Detailed seller warranties about the company and business
3. Disclosure Letter: Exceptions and qualifications to the warranties
4. Company Information: Key company details including subsidiaries and financial statements
5. Properties: List and details of company's real estate
6. Material Contracts: Summary of key commercial contracts
7. Intellectual Property: List of IP rights owned or licensed by the company
8. Employee Information: Details of key employees and benefit schemes
9. Completion Requirements: Detailed list of completion deliverables
10. Reserved Matters List: Detailed list of decisions requiring special approval
11. Form of Resignation Letters: Template resignation letters for departing directors
12. Form of Board Resolutions: Template board resolutions for completion
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