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Shareholder Transfer Agreement
"I need a Shareholder Transfer Agreement under Belgian law for the sale of 60% shareholding in a private manufacturing company, with payment in three installments and the final payment subject to 2025 performance targets."
1. Parties: Identification of the Seller(s), Purchaser(s), and the Company whose shares are being transferred
2. Background: Context of the transaction, current shareholding structure, and purpose of the transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, share class, and percentage of ownership being transferred
5. Purchase Price: Consideration amount, payment terms, and payment mechanics
6. Completion: Timing, location, and mechanics of the transfer completion
7. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
8. Purchaser's Warranties: Warranties regarding authority to purchase and financial capacity
9. Pre-Completion Obligations: Obligations of parties between signing and completion
10. Tax Matters: Tax obligations, indemnities, and compliance requirements
11. Confidentiality: Confidentiality obligations regarding the transaction and company information
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Regulatory Approvals: Required when the transfer needs regulatory clearance or notifications
2. Tag-Along Rights: When existing shareholders have rights to join the sale
3. Drag-Along Rights: When majority shareholders can force minorities to join the sale
4. Non-Competition: When seller restrictions on future competition are required
5. Transitional Services: When the seller needs to provide ongoing support post-completion
6. Employee Matters: When the transfer impacts key employees or management
7. Earn-out Provisions: When part of the purchase price is contingent on future performance
8. Bank Consent: When company has existing financing requiring bank approval for transfer
1. Schedule 1 - Details of the Company: Corporate information, shareholding structure, and subsidiaries
2. Schedule 2 - Shares Being Transferred: Detailed description of shares including class, numbers, and certificates
3. Schedule 3 - Warranties: Comprehensive list of seller's warranties
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5 - Company Accounts: Recent financial statements and management accounts
6. Schedule 6 - Company Assets: List of material assets owned by the company
7. Schedule 7 - Existing Encumbrances: Details of any existing charges or encumbrances on the shares
8. Appendix A - Share Transfer Forms: Required transfer documentation under Belgian law
9. Appendix B - Board Resolutions: Corporate approvals required for the transfer
10. Appendix C - Regulatory Filings: Templates or copies of required regulatory notifications
Authors
Articles of Association
Board
Business Day
Completion
Completion Date
Company
Confidential Information
Consideration
Encumbrance
Existing Shareholders
FSMA
Group
Longstop Date
Material Adverse Change
Notary
Purchase Price
Purchaser
Related Persons
Remaining Shareholders
Sale Shares
Seller
Share Capital
Share Certificate
Share Register
Shareholders
Shareholders' Register
Signing Date
Subsidiary
Tag-Along Rights
Tax
Tax Authority
Transaction
Transfer
Transfer Date
Warranties
Working Hours
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Purchaser Warranties
Indemnification
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Force Majeure
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
Costs
Counterparts
Data Protection
Anti-Money Laundering
Board Approval
Shareholder Consent
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Share Transfer Mechanics
Regulatory Compliance
Notarial Requirements
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Retail
Healthcare
Energy
Transportation
Construction
Agriculture
Media and Entertainment
Telecommunications
Education
Hospitality
Legal
Finance
Corporate Secretariat
Tax
Compliance
Corporate Development
M&A
Executive Leadership
Treasury
Shareholder Relations
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Financial Director
Tax Director
Compliance Officer
Corporate Development Manager
M&A Manager
Investment Manager
Board Member
Managing Director
Shareholder Relations Manager
Business Development Director
Finance Manager
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