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Common Stock Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Common Stock Purchase Agreement

"I need a Common Stock Purchase Agreement under Irish law for the acquisition of 100% of shares in a Dublin-based technology company, with completion planned for March 2025 and including standard warranties and representations for a technology business."

Document background
The Common Stock Purchase Agreement is a fundamental transaction document used in Irish corporate acquisitions when one party wishes to purchase shares in an Irish company from existing shareholders. This agreement is essential for both private and public company transactions, though its specific terms may vary depending on the transaction size and complexity. It must comply with the Irish Companies Act 2014 and related regulations, including stamp duty requirements and corporate governance rules. The document typically includes detailed provisions on purchase price, payment mechanisms, representations and warranties, conditions precedent, and closing requirements. It's commonly used in various scenarios, from small private company acquisitions to large corporate restructurings, and can be adapted for partial or complete ownership transfers. The agreement serves as the central document in share acquisition transactions, establishing the legal framework for the transfer of ownership and associated rights and obligations.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s) of the common stock

2. Background: Context of the transaction and brief description of the company whose shares are being sold

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

4. Sale and Purchase: Core transaction terms including number of shares, price per share, and total consideration

5. Purchase Price and Payment: Payment terms, method of payment, and any adjustments to the purchase price

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Completion: Mechanics of closing the transaction, including timing, location, and deliverables

8. Seller's Warranties: Representations and warranties regarding the seller's ownership and authority to sell

9. Company Warranties: Representations about the company's business, financial condition, and operations

10. Purchaser's Warranties: Representations regarding the purchaser's authority and ability to complete the purchase

11. Pre-Completion Obligations: Parties' obligations between signing and completion

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Requirements for public statements about the transaction

14. Further Assurance: Obligations to take additional actions necessary to effect the transaction

15. Costs: Allocation of transaction expenses

16. Notices: Process for formal communications between parties

17. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tax Covenant: Detailed tax-related warranties and indemnities, used when tax exposure is a significant concern

2. Earn-out Provisions: Structure for additional payments based on future performance, used when part of consideration is contingent

3. Non-Competition: Restrictions on seller's future competitive activities, used when seller has significant market knowledge

4. Management Arrangements: Terms for ongoing management involvement, used when sellers remain in management

5. Minority Protection: Special rights for minority shareholders, used in partial stake sales

6. Regulatory Compliance: Special provisions for regulated industries or large transactions requiring regulatory approval

7. Internal Reorganization: Provisions dealing with pre-sale restructuring, used when corporate restructuring is needed

8. Employee Matters: Specific provisions regarding employees and benefits, used when employment issues are material

Suggested Schedules

1. Share Details: Details of the shares being sold including share certificates numbers and share history

2. Warranties: Detailed warranties about the company and its business

3. Disclosure Letter: Exceptions and qualifications to the warranties

4. Company Information: Key company details including corporate information, accounts, and material contracts

5. Properties: Details of company's real estate and leasehold properties

6. Intellectual Property: List of company's IP rights and registrations

7. Employee Information: Details of employment agreements and benefit plans

8. Completion Deliverables: List of documents and items to be delivered at completion

9. Form of Resignation Letters: Template resignation letters for departing directors

10. Form of Stock Transfer Form: Template for Irish law stock transfer form

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

Financial Services

Manufacturing

Healthcare

Real Estate

Retail

Professional Services

Energy

Telecommunications

Media and Entertainment

Agriculture

Transportation and Logistics

Construction

Education

Biotechnology

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Corporate Secretariat

Treasury

Tax

Due Diligence

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Managing Director

Finance Director

Legal Director

Corporate Development Manager

Investment Manager

M&A Director

Board Director

Company Secretary

Legal Counsel

Financial Controller

Risk Manager

Compliance Officer

Investment Banker

Transaction Manager

Due Diligence Manager

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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