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Share Purchase Agreement Between Shareholders
"I need a Share Purchase Agreement Between Shareholders under Irish law for the sale of 25% shareholding in a tech startup, with completion scheduled for March 2025 and including non-compete provisions for the selling shareholder."
1. Parties: Identification of the selling and purchasing shareholders, and the company whose shares are being transferred
2. Background: Context of the transaction, including current shareholding structure and reason for the transfer
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Any conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Actions required of each party before completion
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Standard warranties from seller regarding title to shares, capacity, and authority
9. Tax Covenant: Provisions relating to tax liabilities and indemnities
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Restrictions on public announcements about the transaction
12. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
13. Assignment: Restrictions on assignment of rights under the agreement
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction
1. Company Warranties: Additional warranties about the company's business and affairs - include if seller has detailed knowledge of company operations
2. Non-Compete Provisions: Restrictions on seller's future competing activities - include if protecting company's business interests is crucial
3. Tag-Along Rights: Rights of other shareholders to join the sale - include if remaining shareholders need protection
4. Drag-Along Rights: Rights to force other shareholders to join the sale - include if needed for future exit
5. Board Composition: Changes to board structure post-completion - include if governance changes are part of transaction
6. Shareholder Approval: Process for obtaining other shareholders' approval - include if required by articles or shareholders' agreement
7. Break Fee: Compensation if deal fails - include for high-value/complex transactions
8. Integration Provisions: Post-completion integration requirements - include for operational continuity
1. Schedule 1 - Share Details: Details of shares being transferred including share certificate numbers and class rights
2. Schedule 2 - Company Details: Key information about the company including corporate details and capital structure
3. Schedule 3 - Warranties: Detailed warranties about the shares and possibly the company
4. Schedule 4 - Completion Requirements: Detailed list of completion deliverables and requirements
5. Schedule 5 - Tax Covenant: Detailed tax covenant provisions and tax warranties
6. Schedule 6 - Existing Encumbrances: List of any existing charges or encumbrances over the shares
7. Appendix 1 - Board Resolution: Pro-forma board resolution approving the share transfer
8. Appendix 2 - Share Transfer Form: Pro-forma share transfer form
9. Appendix 3 - Resignation Letters: Pro-forma resignation letters for any departing directors
Authors
Technology
Financial Services
Manufacturing
Professional Services
Healthcare
Real Estate
Retail
Energy
Transportation
Media and Entertainment
Construction
Agriculture
Education
Telecommunications
Hospitality
Legal
Finance
Corporate Secretariat
Tax
Compliance
Risk Management
Corporate Development
Executive Leadership
Board of Directors
Corporate Governance
Business Development
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Tax Director
Finance Director
Managing Director
Board Director
Commercial Director
Investment Manager
Corporate Development Manager
Financial Controller
Compliance Officer
Risk Manager
Business Development Director
Operations Director
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