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Share Block Sale Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Block Sale Agreement

"I need a Share Block Sale Agreement for the sale of 25% shareholding in an Irish technology company, with specific focus on intellectual property warranties and including an earn-out mechanism based on the company's 2025 performance."

Document background
The Share Block Sale Agreement is a crucial document used in Irish corporate transactions when a significant portion of a company's shares is being transferred from one party to another. It is particularly relevant when the transaction involves a substantial but not necessarily controlling stake in the company. The agreement must comply with Irish corporate law requirements, particularly the Companies Act 2014, and address tax implications under Irish legislation. The document typically becomes necessary when shareholders wish to exit their investment, when companies are restructuring their ownership, or during strategic investment transactions. It includes detailed provisions covering share valuation, payment mechanisms, warranties about the company's condition, and protections for both buyer and seller. The agreement also addresses regulatory requirements, such as competition law considerations if applicable, and stamp duty obligations. This type of agreement is distinct from a full share purchase agreement in that it may not trigger change of control provisions and might have less extensive warranty coverage.
Suggested Sections

1. Parties: Identification of the Seller(s) and Buyer(s), including full legal names and registered addresses

2. Background: Context of the transaction, including description of the company whose shares are being sold and current ownership structure

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment mechanisms

5. Completion: Details of when and where completion will take place and what actions are required

6. Seller Warranties: Warranties regarding share ownership, authority to sell, and company-related matters

7. Buyer Warranties: Warranties regarding authority to purchase and financial capacity

8. Pre-Completion Obligations: Conduct of business requirements between signing and completion

9. Confidentiality: Obligations regarding transaction confidentiality and public announcements

10. Tax Matters: Provisions relating to tax liabilities and stamp duty

11. Notices: Process for serving formal notices under the agreement

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

Optional Sections

1. Competition Clearance: Required if the transaction meets merger control thresholds

2. Regulatory Approvals: Required if shares are in a regulated entity requiring regulatory consent

3. Bank Consent: Required if existing financing arrangements require lender consent

4. Non-Compete Provisions: Optional restrictions on seller's future competitive activities

5. Transitional Services: Required if seller needs to provide temporary support services post-completion

6. Break Fee: Optional fee payable if either party fails to complete

7. Earn-out Provisions: Optional deferred consideration based on future performance

Suggested Schedules

1. Share Details: Details of shares being sold including share certificates and class rights

2. Completion Obligations: Detailed list of documents and actions required at completion

3. Warranties: Detailed seller warranties about the company and its business

4. Disclosure Letter: Seller's disclosures against the warranties

5. Company Information: Key details about the company including financial statements

6. Properties: Details of company's real estate assets if material

7. Intellectual Property: Schedule of key IP owned by the company

8. Material Contracts: List of important commercial contracts

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

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Media and Entertainment

Construction

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Board of Directors

Executive Management

Investment

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Head of Mergers & Acquisitions

Investment Director

Corporate Development Manager

Financial Controller

Tax Director

Compliance Officer

Board Director

Managing Director

Investment Manager

Private Equity Manager

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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