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Agreement For Sale And Purchase Of Shares Template for Ireland

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Key Requirements PROMPT example:

Agreement For Sale And Purchase Of Shares

"I need an Agreement For Sale And Purchase Of Shares under Irish law for the acquisition of a tech startup, where 60% of the shares will be purchased upfront and the remaining 40% through an earn-out structure over 18 months starting March 2025."

Document background
The Agreement For Sale And Purchase Of Shares is a crucial document used in corporate transactions under Irish law when transferring ownership of company shares between parties. It is typically employed in both private and public company contexts, though its specific terms may vary depending on the transaction size and complexity. The agreement serves multiple purposes: it documents the precise terms of the share transfer, establishes the rights and obligations of all parties, provides protection through warranties and indemnities, and ensures compliance with Irish corporate and tax laws. This document is essential for mergers and acquisitions, corporate restructuring, and investment transactions, requiring careful consideration of both Irish domestic legislation and, where applicable, EU regulations. The agreement must be drafted to account for specific requirements under the Companies Act 2014 and related Irish legislation, making it a fundamental tool in Irish corporate transactions.
Suggested Sections

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

2. Background: Recitals explaining the context of the transaction and ownership of shares

3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold and purchase price

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

7. Completion: Mechanics of completion, including timing, location, and deliverables

8. Warranties: Seller's warranties about the company, shares, and business

9. Limitations on Claims: Limitations on warranty claims including caps, thresholds, and time limits

10. Tax Covenant: Specific indemnity for tax liabilities

11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements

12. Further Assurance: Obligations to take additional actions to give effect to the agreement

13. Assignment: Restrictions on transfer of rights under the agreement

14. Notices: Process for giving formal notices under the agreement

15. General Provisions: Standard boilerplate clauses including entire agreement, variations, costs

16. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions

Optional Sections

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

2. Non-competition Covenants: Include when sellers need to be restricted from competing post-completion

3. Employee Matters: Include when specific arrangements for key employees are required

4. Intellectual Property Rights: Include when IP is a crucial asset requiring specific provisions

5. Property Matters: Include when real estate is a significant aspect of the business

6. Bank Guarantee/Security: Include when purchase price is secured by bank guarantee or other security

7. Break Fee: Include when parties agree to compensation if deal fails under specific circumstances

8. Data Protection: Include when significant personal data processing is involved in the business

Suggested Schedules

1. Details of the Company: Corporate information about the target company

2. Details of the Shares: Specific information about shares being transferred

3. Completion Obligations: Detailed list of documents and actions required at completion

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of real estate owned or leased by the company

6. Intellectual Property: List of IP rights owned or licensed by the company

7. Material Contracts: List and details of key commercial contracts

8. Employees: Information about employees and their terms of employment

9. Tax Covenant: Detailed tax indemnity provisions

10. Disclosed Documents: List of documents disclosed against the warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Transportation

Agriculture

Construction

Media and Entertainment

Telecommunications

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Financial Director

Managing Director

Business Development Director

Mergers & Acquisitions Manager

Investment Manager

Corporate Finance Manager

Due Diligence Specialist

Tax Director

Risk Manager

Compliance Officer

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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