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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."
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
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
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
Technology
Financial Services
Manufacturing
Healthcare
Real Estate
Retail
Professional Services
Energy
Telecommunications
Media and Entertainment
Agriculture
Transportation and Logistics
Construction
Education
Biotechnology
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Corporate Secretariat
Treasury
Tax
Due Diligence
Corporate Governance
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
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