The Share Sale Agreement is a crucial document used in corporate transactions under Belgian law when transferring ownership of shares from one party to another. It serves as the primary contract governing the sale of shares, whether for a partial or complete acquisition of a company. This document is essential for both private and public company transactions, though specific requirements may vary. The agreement must comply with Belgian corporate law, particularly the Belgian Companies and Associations Code, and address various aspects including share transfer restrictions, tax implications, and regulatory approvals. It typically includes detailed warranties about the company's condition, indemnities, conditions precedent, and completion mechanics. The document is particularly important in Belgium's civil law system, where specific formalities and requirements must be met for the valid transfer of shares.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal details
2. Background: Context of the transaction, including details of the target company and share ownership
3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Prerequisites that must be satisfied before completion
6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, company, and business
9. Limitations on Liability: Limitations on warranty claims and other liability restrictions
10. Tax Covenants: Specific provisions relating to tax matters and indemnities
11. Confidentiality: Obligations regarding transaction confidentiality and announcements
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Employee Matters: Required when specific employment arrangements or protections need to be addressed
2. Non-Competition: Include when seller restrictions post-completion are required
3. Intellectual Property Rights: Necessary when IP forms a significant part of the company's value
4. Real Estate: Required when the company owns significant real estate assets
5. Environmental Matters: Include for companies with environmental risks or obligations
6. Data Protection: Required when significant personal data processing is involved
7. Earn-out Provisions: Include when part of purchase price is contingent on future performance
8. Bank Guarantees: Required when payment security is needed
9. Break Fee: Include when parties want to specify compensation for failed completion
1. Share Details: Complete details of shares being transferred
2. Warranties: Detailed warranties given by the seller
3. Disclosure Letter: Seller's disclosures against the warranties
4. Company Information: Detailed information about the target company
5. Properties: Details of company's real estate assets
6. Material Contracts: List and details of key commercial contracts
7. Intellectual Property: Schedule of IP rights owned or licensed
8. Employees: List of employees and their key terms
9. Completion Requirements: Detailed list of completion deliverables
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions for completion
12. Data Room Index: Index of due diligence materials provided
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.
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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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