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Share Sale Purchase Agreement
"I need a Share Sale Purchase Agreement under Belgian law for the purchase of 100% shares in a private technology company, with completion scheduled for March 2025 and standard warranties and indemnities."
1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registered addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Purchase Price: Detailed price structure, payment mechanisms, and any price adjustment provisions
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the shares, company, and business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenants: Specific provisions relating to tax matters and indemnities
12. Confidentiality: Obligations regarding confidential information and announcements
13. Governing Law and Jurisdiction: Belgian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and entire agreement
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific arrangements for key employees or general workforce are required
3. Real Estate: Include when target company owns significant real estate assets requiring special provisions
4. Intellectual Property: Include when IP assets are material to the transaction
5. Non-Competition: Include when seller restrictions post-completion are required
6. Transitional Services: Include when seller will provide services to target company post-completion
7. Environmental Matters: Include for companies with significant environmental exposure
8. Data Protection: Include when significant personal data processing is involved
9. Bank Financing: Include when transaction involves external financing arrangements
1. Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Full set of warranties given by the seller
4. Disclosed Information: List of disclosure documents and data room contents
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property Rights: List of all IP owned or licensed by the company
7. Material Contracts: Summary of key commercial contracts
8. Employees: List of employees and their key terms of employment
9. Tax Affairs: Details of tax positions and ongoing disputes
10. Bank Accounts: Details of all bank accounts and facilities
11. Data Room Index: Index of all documents provided in due diligence
12. Permitted Leakage: List of permitted value extractions in locked box deals
Authors
Definitions
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Adjustments
Warranties
Indemnification
Tax Covenants
Employment
Intellectual Property
Real Estate
Environmental
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Force Majeure
Assignment
Termination
Amendments
Notices
Costs
Announcements
Entire Agreement
Severability
Third Party Rights
Governing Law
Dispute Resolution
Competition Law
Regulatory Compliance
Bank Guarantees
Security
Further Assurance
Power of Attorney
Business Conduct
Information Rights
Company Management
Transitional Services
Material Contracts
Insurance
Waiver
Set-off
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Agriculture
Transportation
Media and Entertainment
Construction
Mining and Materials
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Strategy
Business Development
Corporate Secretariat
Treasury
Due Diligence
Integration
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Banker
Financial Controller
Tax Director
Company Secretary
Business Development Director
Corporate Development Manager
Risk Manager
Compliance Officer
Due Diligence Manager
Integration Manager
Transaction Manager
Private Equity Manager
Strategy Director
Find the exact document you need
Share Sale Purchase Agreement
A Belgian law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including price, warranties, and completion mechanics.
Share Sell Agreement
A Belgian law-governed agreement documenting the terms and conditions for the sale and purchase of shares in a company, including all essential transfer provisions and regulatory compliance requirements.
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