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Shareholder Buyout Agreement
"I need a Shareholder Buyout Agreement under Belgian law for a technology startup where two founding shareholders are selling their combined 40% stake to the company by March 2025, with payment in installments over 18 months."
1. Parties: Identification of the selling shareholder(s), purchasing shareholder(s) or company, and the target company
2. Background: Context of the transaction, current shareholding structure, and reason for the buyout
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, class of shares, and percentage of ownership being transferred
5. Purchase Price: Agreed value of shares, payment structure, and any price adjustment mechanisms
6. Completion: Details of the completion process, timing, and required actions by each party
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Obligations of parties between signing and completion, including business conduct requirements
10. Tax Matters: Tax-related provisions, indemnities, and obligations
11. Confidentiality: Provisions regarding confidential information and announcement of the transaction
12. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Compete and Non-Solicitation: Required when restricting seller's future business activities
3. Continuing Employment: Needed when seller will maintain a role in the company
4. Intellectual Property Rights: Important for technology companies or where IP is a significant asset
5. Bank Financing: Required when purchase is partially funded through bank loans
6. Minority Shareholder Provisions: Necessary when other shareholders retain interests
7. Environmental Matters: Important for companies with environmental risks or obligations
8. Data Protection: Detailed GDPR compliance provisions where significant personal data is involved
1. Schedule 1 - Share Details: Detailed information about the shares being transferred
2. Schedule 2 - Company Information: Key company details, including corporate structure and subsidiaries
3. Schedule 3 - Warranties: Comprehensive list of seller's warranties
4. Schedule 4 - Company Accounts: Recent financial statements and management accounts
5. Schedule 5 - Properties: Details of company's real estate assets
6. Schedule 6 - Material Contracts: List and details of significant company contracts
7. Schedule 7 - Completion Requirements: Detailed checklist of completion deliverables
8. Schedule 8 - Encumbrances: List of any existing charges or encumbrances on shares
9. Appendix A - Share Transfer Forms: Required transfer documentation under Belgian law
10. Appendix B - Board Resolutions: Corporate approvals required for the transaction
Authors
Articles of Association
Belgian Companies and Associations Code
Board
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Long Stop Date
Material Adverse Change
Purchase Price
Purchaser
Relevant Authority
Sale Shares
Seller
Shareholders
Shares
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Hours
Euro
Financial Statements
Losses
Material Contracts
Notary
Parties
Permitted Encumbrances
Share Register
Statutory Auditor
Works Council
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Indemnification
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Share Transfer Mechanics
Board Approval
Regulatory Compliance
Corporate Authority
Representations
Employee Matters
Intellectual Property
Assignment
Force Majeure
Severability
Notices
Costs and Expenses
Amendment
Waiver
Entire Agreement
Further Assurance
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Construction
Energy
Transportation
Agriculture
Media and Entertainment
Telecommunications
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Governance
Risk Management
Treasury
Board Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Managing Director
Board Member
Corporate Development Manager
Mergers & Acquisitions Director
Tax Director
Compliance Officer
Investment Manager
Business Development Director
Corporate Governance Officer
Risk Manager
Treasury Manager
Financial Controller
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