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Stock Repurchase Agreement
"I need a Stock Repurchase Agreement under Belgian law for our tech company to buy back 2,500 shares from a departing senior executive by March 2025, including non-compete provisions and staged payment terms."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the repurchase, reference to board and shareholder approvals, and compliance with BCCA requirements
3. Definitions: Defined terms used throughout the agreement, including specific Belgian legal terminology
4. Subject Matter and Scope: Details of shares to be repurchased, including number, class, and percentage of total share capital
5. Purchase Price: Agreed price per share and total consideration, payment terms, and valuation methodology
6. Closing Conditions: Prerequisites for completing the repurchase, including regulatory approvals and corporate authorizations
7. Representations and Warranties: Statements by both parties regarding authority, ownership, and compliance with laws
8. Closing Mechanics: Process for executing the transfer, including timing and documentation requirements
9. Tax Provisions: Treatment of taxes, including withholding requirements and responsibility for payment
10. Governing Law and Jurisdiction: Explicit reference to Belgian law and designation of competent courts
1. Employee Specific Provisions: Required when repurchasing shares from current or former employees, addressing employment-related aspects
2. Market Abuse Prevention: Required for listed companies, detailing compliance with market abuse regulations
3. Shareholder Rights: Needed when the seller retains other shares, addressing ongoing shareholder relationships
4. Escrow Arrangements: Used when payment or shares need to be held in escrow
5. Drag-Along/Tag-Along Rights: Included when the repurchase triggers or affects existing shareholder rights
6. Confidentiality: Optional but recommended for private companies or sensitive transactions
7. Non-Competition: Relevant when buying out departing shareholders who might compete
8. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed
1. Share Details Schedule: Detailed description of shares being repurchased, including share certificates numbers
2. Corporate Approvals: Copies of board resolutions and shareholder approvals authorizing the repurchase
3. Valuation Report: If applicable, independent valuation supporting the purchase price
4. Closing Checklist: List of documents and actions required for closing
5. Tax Clearance Certificates: If required, documentation of tax compliance
6. Specimen Share Transfer Forms: Templates for executing the share transfer
7. Payment Details: Banking and payment execution information
Authors
Articles of Association
BCCA
Board of Directors
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Encumbrance
Enterprise Value
General Meeting
Governmental Authority
Group
Independent Expert
Material Adverse Change
Purchase Price
Repurchase Resolution
Sale Shares
Seller
Share Capital
Shareholder Approval
Shares
Share Certificates
Special Report
Statutory Auditor
Stock Register
Taxation
Tax Authority
Transaction
Transfer
Valuation Date
Valuation Report
Withholding Tax
Working Capital
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Representations and Warranties
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Corporate Authority
Share Transfer Mechanics
Regulatory Compliance
Equal Treatment
Board Approval
Shareholder Rights
Notice Requirements
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Notices
Governing Law
Dispute Resolution
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Energy
Telecommunications
Construction
Consumer Goods
Industrial Services
Media and Entertainment
Transportation and Logistics
Legal
Finance
Corporate Secretariat
Treasury
Tax
Compliance
Corporate Development
Executive Management
Shareholder Relations
Corporate Governance
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Secretary
Finance Director
Legal Director
Corporate Development Manager
Treasury Manager
Tax Director
Compliance Officer
Board Member
Company Director
Shareholder Relations Manager
Investment Manager
Corporate Governance Officer
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