Term Sheet Share Purchase Agreement Template for Belgium

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Key Requirements PROMPT example:

Term Sheet Share Purchase Agreement

"I need a Term Sheet Share Purchase Agreement under Belgian law for the acquisition of a mid-sized technology company, including specific provisions for intellectual property rights and an earn-out mechanism based on 2025 performance targets."

Document background
The Term Sheet Share Purchase Agreement is a crucial document in Belgian M&A transactions, typically used in the early stages of negotiations between parties contemplating a share purchase transaction. It serves as a roadmap for the transaction, outlining principal terms while usually remaining non-binding except for specific provisions such as confidentiality and exclusivity. This document is particularly important in the Belgian legal context, where it helps parties align their expectations and identify key issues early in the process. The term sheet typically precedes the due diligence phase and the drafting of the final share purchase agreement, helping to streamline negotiations and reduce transaction costs by addressing potential deal-breakers early. It reflects Belgian market practice and legal requirements, including considerations under the Belgian Companies and Associations Code and relevant corporate regulations.
Suggested Sections

1. Parties: Identification of the buyer(s), seller(s) and target company

2. Background: Brief context of the proposed transaction and purpose of the term sheet

3. Definitions: Key terms used throughout the document

4. Transaction Overview: High-level description of the proposed share purchase transaction

5. Purchase Price: Proposed consideration and payment structure

6. Payment Terms: Timing and method of payment, including any deferred consideration

7. Key Conditions Precedent: Essential conditions that must be met before closing

8. Due Diligence: Scope and process for buyer's due diligence investigation

9. Timeline: Key dates and proposed schedule for the transaction

10. Exclusivity: Terms of exclusive negotiation period

11. Confidentiality: Basic confidentiality obligations

12. Costs: Allocation of transaction costs between parties

13. Binding Effect: Clarification of which terms are binding and non-binding

14. Governing Law: Specification of Belgian law as governing law

Optional Sections

1. Purchase Price Adjustment: Include when price adjustments based on completion accounts or other metrics are contemplated

2. Earn-out Provisions: Include when part of purchase price is contingent on future performance

3. Management Arrangements: Include when existing management will have ongoing role or specific arrangements

4. Employee Matters: Include when specific employee-related terms need to be addressed

5. Real Estate: Include when target company has significant real estate assets requiring special attention

6. Intellectual Property: Include when IP assets are material to the transaction

7. Competition Law: Include when transaction may require merger control clearance

8. Tax Structure: Include when specific tax structuring is contemplated

9. Break Fee: Include when parties want to specify consequences of termination

Suggested Schedules

1. Corporate Structure: Diagram showing current and post-completion corporate structure

2. Share Capital: Details of target company's share capital and ownership

3. Purchase Price Calculation: Framework for calculating final purchase price

4. Key Terms Sheet: Summary of principal commercial terms in table format

5. Timetable: Detailed transaction timeline with key milestones

6. Material Contracts: List of key contracts requiring attention during due diligence

7. Required Consents: List of third-party and regulatory consents required

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Energy

Professional Services

Transportation

Construction

Media & Entertainment

Telecommunications

Agriculture

Mining & Resources

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Executive Leadership

Treasury

Tax

Compliance

Business Development

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

M&A Director

Legal Counsel

Investment Banker

Corporate Lawyer

Finance Director

Business Development Manager

Strategy Director

Transaction Manager

Due Diligence Manager

Corporate Secretary

Financial Controller

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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