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1. Parties: Identification of the transferor(s) and transferee(s), including full legal names and addresses
2. Background: Context of the transaction, description of the company whose shares are being transferred, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core terms of the transfer, including number and class of shares being transferred
5. Purchase Price: Specification of the purchase price, payment terms, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion of the transfer
7. Completion: Details of when, where, and how the transfer will be completed, including required actions
8. Seller's Warranties: Representations and warranties given by the seller regarding the shares and the company
9. Buyer's Warranties: Basic representations and warranties given by the buyer
10. Tax Matters: Tax-related provisions, including responsibility for transfer taxes and tax indemnities
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Belgian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate provisions including entire agreement, amendments, and severability
1. Price Adjustment: Mechanisms for adjusting the purchase price post-completion, used when price depends on company performance or accounts
2. Escrow Arrangements: Details of any escrow setup for security of payment or warranties, used when parties want additional security
3. Non-Competition: Restrictions on seller's competitive activities, used when protecting company's business interests is crucial
4. Earn-out Provisions: Structure for additional payments based on future performance, used in performance-based deals
5. Multiple Closings: Provisions for phased transfer of shares, used in staged acquisitions
6. Employee Matters: Provisions regarding key employees or management, used when employee retention is important
7. Intellectual Property: Specific provisions regarding IP rights, used when IP is a significant company asset
8. Bank Financing: Provisions related to external financing, used when purchase is funded by bank loans
1. Details of the Shares: Complete description of shares being transferred, including share certificates numbers and class rights
2. Company Information: Key details about the company, including corporate information and financial statements
3. Warranties: Detailed warranties given by the seller regarding the company and shares
4. Completion Requirements: Detailed list of documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Required Consents: List of third-party consents required for the transfer
7. Articles of Association: Copy of the company's current articles of association
8. Share Register: Extract from the company's share register
9. Due Diligence Findings: Summary of key due diligence findings and any disclosed matters
10. Tax Deed: Detailed tax-related warranties and indemnities
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