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Share Purchase Agreement Between Shareholders Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
A Share Purchase Agreement Between Shareholders is a crucial document used when existing shareholders of an Irish company wish to transfer shares between themselves. This type of agreement is commonly employed in situations such as business restructuring, exit planning, or strategic realignment of ownership interests. The document must comply with Irish company law, particularly the Companies Act 2014, and includes essential elements such as share valuation, payment terms, warranties, and tax provisions. It's particularly important in private companies where shares are not publicly traded and transfer restrictions may apply. The agreement protects both parties' interests by clearly documenting the transaction terms, conditions precedent, completion mechanics, and post-completion obligations. It also typically addresses specific Irish legal requirements such as stamp duty considerations and corporate governance implications.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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









































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Relevant Industries

Technology

Financial Services

Manufacturing

Professional Services

Healthcare

Real Estate

Retail

Energy

Transportation

Media and Entertainment

Construction

Agriculture

Education

Telecommunications

Hospitality

Relevant Teams

Legal

Finance

Corporate Secretariat

Tax

Compliance

Risk Management

Corporate Development

Executive Leadership

Board of Directors

Corporate Governance

Business Development

Relevant Roles

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

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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