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Business Share Sale Agreement
"I need a Business Share Sale Agreement under Irish law for the sale of 100% shares in a technology company, with an earn-out mechanism based on 2025 performance targets and specific provisions for protecting intellectual property rights."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and completion mechanics
5. Consideration: Detailed terms of payment, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Specific requirements for completion, including timing, location, and deliverables
9. Warranties: Seller's warranties regarding the shares, company, and business
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Tax Covenant: Specific indemnities relating to tax liabilities
12. Confidentiality: Obligations regarding confidential information and announcements
13. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition Covenants: Required when restricting seller's future competitive activities
3. Employee Provisions: Needed when specific arrangements for key employees are part of the transaction
4. Intellectual Property Rights: Important when IP is a significant asset of the target company
5. Property Provisions: Required when the target company owns or leases significant real estate
6. Environmental Provisions: Necessary for businesses with environmental compliance obligations
7. Data Protection: Required when significant personal data processing is involved
8. Transitional Services: Used when seller will provide services post-completion
1. Schedule 1 - Details of the Company: Corporate information including shareholding structure and subsidiaries
2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Tax Covenant: Detailed tax indemnity provisions and related definitions
5. Schedule 5 - Properties: Details of all owned and leased properties
6. Schedule 6 - Intellectual Property: List of all IP rights owned or used by the company
7. Schedule 7 - Material Contracts: List of important commercial contracts
8. Schedule 8 - Employees: Details of key employees and their terms of employment
9. Schedule 9 - Completion Deliverables: List of all documents and items to be delivered at completion
10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts
11. Appendix 2 - Bank Account Details: Payment instructions and account details for completion payment
Authors
Technology
Manufacturing
Retail
Professional Services
Financial Services
Healthcare
Real Estate
Energy
Transportation
Construction
Hospitality
Media and Entertainment
Agriculture
Education
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Governance
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Financial Director
Managing Director
Business Development Director
Corporate Development Manager
Investment Manager
Mergers & Acquisitions Director
Tax Director
Finance Manager
Legal Manager
Commercial Director
Risk Manager
Compliance Officer
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