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Shareholder Support Agreement
"I need a Shareholder Support Agreement under Belgian law for a private tech company merger, where three major shareholders (collectively holding 75% of shares) will commit to voting in favor of the merger at the March 2025 extraordinary general meeting."
1. Parties: Identification of all parties to the agreement, including the company and supporting shareholders
2. Background: Context of the agreement, including the company structure and purpose of the support arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement
4. Support Obligations: Core commitments and obligations of the supporting shareholders
5. Voting Arrangements: Specific provisions regarding how shareholders agree to exercise their voting rights
6. Transfer Restrictions: Limitations and conditions on the transfer of shares subject to the support agreement
7. Representations and Warranties: Standard representations and warranties from all parties
8. Duration and Termination: Term of the agreement and circumstances under which it may be terminated
9. Confidentiality: Provisions regarding the confidential treatment of agreement terms and related information
10. Notices: Process and requirements for formal communications between parties
11. Governing Law and Jurisdiction: Confirmation of Belgian law as governing law and jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag-Along Rights: Optional provisions giving minority shareholders the right to join in sale of shares by majority shareholders
2. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority shareholders to join in a sale
3. Standstill Provisions: Optional restrictions on acquiring additional shares or changing control, typically used in public company contexts
4. Pre-emptive Rights: Optional provisions giving existing shareholders priority rights to purchase new share issuances
5. Dispute Resolution: Optional detailed alternative dispute resolution procedures, if parties prefer arbitration over court proceedings
6. Information Rights: Optional provisions regarding shareholder access to company information, particularly relevant for minority shareholders
7. Non-Compete and Non-Solicitation: Optional restrictions on competitive activities, typically used when shareholders are also operational partners
8. Language Provisions: Optional provisions regarding official translation requirements, particularly relevant if multiple official versions are needed
1. Schedule 1 - Details of the Company: Complete corporate information including registration details, share capital, and current shareholding structure
2. Schedule 2 - Form of Deed of Adherence: Standard form for new parties to accede to the agreement
3. Schedule 3 - Reserved Matters: List of decisions requiring special approval under the support agreement
4. Schedule 4 - Contact Details: Detailed contact information for all parties for notice purposes
5. Schedule 5 - Existing Encumbrances: List of any existing pledges, charges or other encumbrances on shares subject to the agreement
6. Appendix A - Shareholder Resolutions: Form of shareholder resolutions contemplated by the agreement
7. Appendix B - Power of Attorney: Standard form of power of attorney for voting arrangements if required
Authors
Articles of Association
Board
Business Day
Company
Company Securities
Competing Proposal
Completion
Confidential Information
Control
Deed of Adherence
Effective Date
Encumbrance
Event of Default
General Meeting
Group
Independent Director
Material Adverse Change
Notice
Ordinary Shares
Parent Company
Parties
Permitted Transfer
Person
Proposed Transaction
Related Party
Reserved Matters
Shareholder Resolution
Shareholders
Shares
Special Majority
Subsidiary
Supporting Shareholders
Tag-Along Right
Transfer
Trigger Event
Voting Rights
Working Hours
Definitions
Support Obligations
Voting Arrangements
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Representations and Warranties
Confidentiality
Non-Compete
Non-Solicitation
Information Rights
Corporate Governance
Reserved Matters
Board Composition
Shareholder Meetings
Share Transfer
Default
Remedies
Termination
Force Majeure
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Costs
Further Assurance
Counterparts
Language
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Private Equity
Investment Banking
Corporate Services
Professional Services
Manufacturing
Technology
Real Estate
Healthcare
Energy
Telecommunications
Retail
Industrial
Mining and Resources
Legal
Corporate Secretariat
Board of Directors
Executive Committee
Compliance
Corporate Development
Mergers & Acquisitions
Investment
Finance
Shareholder Relations
Corporate Governance
Chief Executive Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Legal Director
Corporate Lawyer
M&A Director
Investment Director
Chief Financial Officer
Board Member
Corporate Governance Officer
Compliance Officer
Investment Manager
Shareholder Relations Manager
Legal Counsel
Company Director
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