The Security Purchase Agreement is a fundamental transaction document used in Belgium for implementing the sale and purchase of securities, whether shares, bonds, or other financial instruments. This agreement is essential when transferring ownership of securities in Belgian companies or in cross-border transactions governed by Belgian law. The document must comply with the Belgian Companies and Associations Code, FSMA regulations, and relevant EU directives. It typically includes detailed provisions on purchase price mechanics, representations about the securities and the issuing company, conditions precedent to closing, and post-closing covenants. The agreement is particularly important in M&A transactions, private equity investments, and corporate restructurings, requiring careful consideration of Belgian corporate law requirements, including specific formalities for share transfers and potential requirements for notarial deeds.
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1. Parties: Identification of the buyer(s) and seller(s) of the securities
2. Background: Context of the transaction and description of the securities being sold
3. Definitions: Defined terms used throughout the agreement
4. Purchase and Sale: Core transaction terms including security type, quantity, and purchase price
5. Purchase Price and Payment: Detailed payment terms, including method and timing of payment
6. Closing: Timing, location, and mechanics of the closing
7. Conditions to Closing: Conditions that must be satisfied before closing obligations arise
8. Representations and Warranties of Seller: Seller's assertions about the company, securities, and authority to sell
9. Representations and Warranties of Buyer: Buyer's assertions about authority and capability to purchase
10. Covenants: Actions parties must take or refrain from taking before and after closing
11. Indemnification: Rights and obligations regarding compensation for losses
12. Termination: Circumstances under which the agreement can be terminated
13. Miscellaneous: Standard legal provisions including notices, amendments, governing law, etc.
1. Seller Financing: Include when part of purchase price is paid through promissory notes or installments
2. Regulatory Compliance: Include when transaction requires specific regulatory approvals
3. Employee Matters: Include when transaction affects key employees or management
4. Tax Matters: Include when special tax considerations or allocations apply
5. Transition Services: Include when seller will provide post-closing services
6. Non-Competition: Include when seller must agree to non-compete provisions
7. Escrow Arrangements: Include when part of purchase price will be held in escrow
8. Pre-emptive Rights: Include when other shareholders have pre-emptive rights
1. Schedule of Securities: Detailed description of securities being sold including certificate numbers
2. Disclosure Schedule: Exceptions to representations and warranties
3. Required Consents: List of third-party consents needed for the transaction
4. Encumbrances: List of any liens or encumbrances on the securities
5. Corporate Documents: Key corporate documents including articles, bylaws, and resolutions
6. Financial Statements: Recent financial statements of the company
7. Form of Closing Certificate: Template for closing certificates
8. Transfer Documents: Forms for transferring securities under Belgian law
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Investment Management
Private Equity
Technology
Manufacturing
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Consumer Goods
Industrial
Infrastructure
Life Sciences
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Executive Leadership
Investment Management
Treasury
Corporate Secretariat
Due Diligence
Corporate Finance
Securities Administration
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Lawyer
Investment Banker
Private Equity Manager
Corporate Secretary
Finance Director
Compliance Officer
Legal Counsel
Transaction Manager
Investment Manager
Securities Administrator
Board Member
Managing Director
Partner (Law Firm)
Partner (Private Equity)
Risk Manager
Due Diligence Officer
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