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Sales Of Shares Agreement

Sales Of Shares Agreement Template for Ireland

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales of Shares Agreement for selling 100% of my tech startup's shares to a corporate buyer, with specific provisions for an earn-out mechanism over 3 years and protection of intellectual property rights."

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Document background
The Sales of Shares Agreement is a crucial legal document used in Irish corporate transactions when transferring ownership of company shares from one party to another. This agreement is essential for both private and public company share transfers, though its complexity and specific provisions may vary depending on the transaction size and nature. The document must comply with Irish corporate law, particularly the Companies Act 2014, and consider relevant tax implications under Irish law. It typically includes comprehensive details about the transaction structure, warranties about the company's condition, indemnities, and completion mechanics. The agreement is particularly important in mergers and acquisitions, corporate restructuring, and investment transactions, providing legal protection for both buyers and sellers while ensuring regulatory compliance.
Suggested Sections

1. Parties: Identifies the seller(s) and buyer(s) with full legal names and addresses

2. Background: Recitals explaining the context of the transaction and basic information about the target company

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Consideration: Details of the purchase price, payment terms, and any price adjustment mechanisms

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

7. Seller's Warranties: Standard warranties about the seller's capacity, share ownership, and company status

8. Tax Covenants: Specific provisions relating to tax liabilities and indemnities

9. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liabilities

10. Confidentiality: Obligations regarding transaction confidentiality and public announcements

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition Covenants: Included when restricting seller's future competitive activities is necessary

3. Employee Matters: Required when specific arrangements for key employees are part of the transaction

4. Intellectual Property Rights: Important for technology companies or IP-heavy businesses

5. Property Matters: Relevant when the company owns significant real estate assets

6. Environmental Provisions: Necessary for companies in industries with environmental risks

7. Data Protection: Required when significant personal data processing is involved

8. Regulatory Compliance: Important for regulated businesses or when regulatory approvals are needed

Suggested Schedules

1. Schedule 1 - Details of the Company: Company information including registration details, directors, and share capital structure

2. Schedule 2 - Conditions Precedent: List of conditions that must be satisfied before completion

3. Schedule 3 - Warranties: Detailed warranties about the business, assets, and liabilities

4. Schedule 4 - Completion Deliverables: List of documents and actions required at completion

5. Schedule 5 - Properties: Details of company's real estate holdings

6. Schedule 6 - Intellectual Property: List of IP rights owned or licensed by the company

7. Schedule 7 - Material Contracts: Summary of key commercial agreements

8. Schedule 8 - Employees: Details of employment terms for key personnel

9. Appendix 1 - Completion Board Minutes: Pro-forma board resolutions for completion

10. Appendix 2 - Share Transfer Forms: Pro-forma documentation for transferring shares

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

Real Estate

Professional Services

Healthcare

Retail

Energy

Transportation

Construction

Agriculture

Telecommunications

Media

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Private Equity Manager

Mergers & Acquisitions Director

Corporate Development Manager

Tax Director

Business Development Director

Risk Manager

Compliance Officer

Transaction 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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