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Equity Buyback Agreement

Equity Buyback Agreement Template for Ireland

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Key Requirements PROMPT example:

Equity Buyback Agreement

"I need an Equity Buyback Agreement for our Irish tech company to repurchase 10,000 ordinary shares from a departing founder-shareholder at €25 per share, with completion planned for March 2025 and including non-compete provisions."

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Document background
The Equity Buyback Agreement is a crucial document used when an Irish company wishes to repurchase its own shares from existing shareholders. This type of transaction is commonly employed for various business purposes, including capital structure optimization, exit arrangements for departing shareholders, or implementation of employee share schemes. The document must comply with strict requirements under Irish law, particularly the Companies Act 2014, which mandates specific procedures and approvals for share buybacks. Key considerations include maintaining adequate distributable reserves, obtaining necessary corporate approvals, making statutory declarations of solvency, and addressing tax implications. The agreement is particularly relevant in private company contexts where shareholders seek to exit or reduce their shareholding, or where companies aim to return excess capital to shareholders.
Suggested Sections

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the buyback, including company details, existing shareholding structure, and purpose of the buyback

3. Definitions: Definitions of key terms used throughout the agreement

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

5. Conditions Precedent: Conditions that must be satisfied before completion, including corporate approvals and regulatory clearances

6. Completion: Details of when and where completion will take place and what will happen at completion

7. Seller's Warranties: Warranties from the seller regarding ownership, capacity to sell, and status of the shares

8. Company's Warranties and Undertakings: Warranties from the company regarding its capacity to purchase and compliance with law

9. Tax Provisions: Provisions dealing with tax treatment, indemnities, and obligations

10. Confidentiality: Obligations regarding confidentiality of the transaction and company information

11. Announcements: Provisions regarding public announcements or notifications about the buyback

12. Costs: Allocation of transaction costs and expenses

13. Notices: Process for serving notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

Optional Sections

1. Tag-Along Rights: Required if other shareholders are to have rights to participate in the buyback

2. Regulatory Compliance: Required if the company is regulated or listed, addressing specific regulatory requirements

3. Non-Competition: Include if the selling shareholder was involved in company management and should be restricted from competing

4. Employee Matters: Required if the selling shareholder is/was an employee and employment matters need to be addressed

5. Deed of Release: Include if the seller needs to be released from existing shareholders' agreements or guarantees

6. Future Share Rights: Include if there are any rights for future share purchases or sales to be addressed

Suggested Schedules

1. Share Details: Details of the shares being purchased including share certificates numbers and class rights

2. Completion Requirements: List of documents and actions required at completion

3. Form of Stock Transfer: Prescribed form for transferring the shares

4. Corporate Approvals: Copies of required board and shareholder resolutions

5. Calculation of Purchase Price: If complex pricing mechanism, details of calculation method

6. Tax Declarations: Required tax forms and declarations

7. Existing Shareholders' Agreement: Copy of any existing shareholders' agreement being terminated or modified

8. Declaration of Solvency: Statutory declaration of company's solvency as required under Irish law

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Professional Services

Retail

Healthcare

Real Estate

Construction

Energy

Telecommunications

Media

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Agriculture

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Tax

Compliance

Risk Management

Corporate Development

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Finance Director

Tax Director

Finance Manager

Corporate Lawyer

Managing Director

Board Director

Financial Controller

Treasury Manager

Compliance Officer

Risk Manager

Company Director

Corporate Governance Officer

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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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