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Assignment Of Shares Template for Ireland

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Key Requirements PROMPT example:

Assignment Of Shares

"I need an Assignment of Shares agreement under Irish law for the transfer of 1,000 ordinary shares in TechGrow Limited from a single shareholder to a corporate buyer, with completion scheduled for March 15, 2025, and a fixed consideration of €500,000."

Document background
The Assignment Of Shares agreement is a crucial document used in Irish corporate transactions when transferring ownership of shares from one party to another. This document is essential for various business purposes, including corporate restructuring, investment transactions, or exit arrangements. It must comply with Irish law, particularly the Companies Act 2014 and relevant tax legislation. The agreement typically includes detailed information about the shares being transferred, the parties involved, consideration for the transfer, warranties from the seller, and completion mechanics. It's particularly important to ensure proper execution and registration of the share transfer to maintain valid corporate records and comply with regulatory requirements. The document should be customized based on whether the company is private or public, the number of shares being transferred, and any specific requirements in the company's constitution.
Suggested Sections

1. Parties: Identification of the Assignor (current shareholder) and Assignee (new shareholder), including full legal names and addresses

2. Background: Context of the share transfer, including details about the Company whose shares are being transferred

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

4. Agreement to Assign: Core terms of the assignment, including the number and class of shares being transferred

5. Consideration: Details of the payment or other consideration for the shares

6. Completion: Specific requirements and mechanics for completing the transfer, including timing and delivery of documents

7. Assignor's Warranties: Standard warranties from the seller regarding ownership, authority to sell, and status of the shares

8. Tax Matters: Provisions dealing with stamp duty and other tax implications of the transfer

9. Further Assurance: Commitment to take any additional actions necessary to effect the transfer

10. Notices: Process for serving formal notices under the agreement

11. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and Irish courts' jurisdiction

Optional Sections

1. Regulatory Compliance: Required when the transfer needs specific regulatory approvals or notifications

2. Company Consent: Needed when the company's articles of association require consent for share transfers

3. Security Interest Provisions: Required when the shares are subject to any existing charges or security interests

4. Multiple Sellers: Additional provisions needed when shares are being transferred by multiple assignors

5. Earn-out Provisions: Used when part of the consideration is contingent on future performance

6. Pre-emption Rights: Required when dealing with waiver of pre-emption rights by other shareholders

7. Power of Attorney: Optional provision allowing the assignee to execute documents on behalf of the assignor post-completion

Suggested Schedules

1. Schedule 1 - Details of the Shares: Detailed description of the shares being transferred, including share certificate numbers and share class rights

2. Schedule 2 - Company Information: Key details about the Company, including registered office, company number, and share capital structure

3. Schedule 3 - Completion Requirements: List of documents and actions required for completion

4. Schedule 4 - Warranties: Detailed warranties given by the assignor regarding the shares and the company

5. Appendix A - Share Transfer Form: Standard share transfer form required by Irish company law

6. Appendix B - Board Resolution: Copy of board resolution approving the transfer (if required)

7. Appendix C - Existing Share Certificate: Copy of the current share certificate to be cancelled

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

Financial Services

Corporate Services

Legal Services

Investment Banking

Private Equity

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Telecommunications

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Mergers & Acquisitions

Investment

Risk Management

Corporate Finance

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Corporate Lawyer

Legal Counsel

Investment Manager

Corporate Finance Manager

M&A Director

Share Registrar

Compliance Officer

Finance Director

Business Development Director

Investment Banker

Private Equity Manager

Company Director

Corporate Governance 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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