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Shareholder Purchase Agreement
"I need a Shareholder Purchase Agreement for the sale of 60% of shares in my Irish technology startup to a venture capital firm, with specific provisions for maintaining my position as CEO and including an earn-out mechanism based on 2025 performance targets."
1. Parties: Identification of the seller(s), purchaser(s), and the company whose shares are being sold
2. Background: Context of the transaction, including current shareholding structure and reason for the transfer
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any adjustments
6. Conditions Precedent: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Mechanics of closing the transaction, including timing and deliverables
9. Warranties: Seller's warranties regarding the shares, company, and business
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Covenant: Specific tax-related warranties and indemnities
12. Confidentiality: Obligations regarding transaction confidentiality and company information
13. Announcements: Requirements for public statements about the transaction
14. Further Assurance: Obligations to take additional steps to give effect to the agreement
15. Assignment: Restrictions on transfer of rights under the agreement
16. Notices: Process for formal communications between parties
17. Governing Law and Jurisdiction: Confirmation of Irish law and jurisdiction
18. Execution: Signature blocks and execution formalities
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Compete Covenants: Required when sellers need to be restricted from competing post-sale
3. Management Provisions: Needed when sellers continue in management roles post-completion
4. Intellectual Property Rights: Detailed section required for technology or IP-heavy companies
5. Employee Matters: Specific provisions needed for companies with significant employment concerns
6. Bank Financing: Required when purchase is partially funded through bank financing
7. Escrow Arrangements: Used when part of consideration is held in escrow
8. Break Fee: Included when parties want to specify compensation for failed completion
9. Tag-Along Rights: When minority shareholders need protection in partial sales
10. Drag-Along Rights: When majority shareholders need power to force sale participation
1. Schedule 1 - Details of the Company: Company information including registration details, directors, share capital
2. Schedule 2 - Shares Being Sold: Detailed description of shares including class, numbers, and current ownership
3. Schedule 3 - Warranties: Comprehensive list of warranties given by sellers
4. Schedule 4 - Properties: Details of company's real estate holdings
5. Schedule 5 - Intellectual Property: List of company's IP rights and registrations
6. Schedule 6 - Material Contracts: Summary of important commercial contracts
7. Schedule 7 - Employees: Details of key employees and employment terms
8. Schedule 8 - Completion Obligations: Detailed list of completion deliverables and actions
9. Schedule 9 - Company Accounts: Recent financial statements and management accounts
10. Schedule 10 - Disclosed Matters: Specific disclosures against warranties
Authors
Technology
Manufacturing
Financial Services
Professional Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Media and Entertainment
Construction
Agriculture
Transportation and Logistics
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Strategy
Executive Leadership
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Board Director
Commercial Director
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Tax Director
Compliance Officer
Risk Manager
Business Development Director
Strategy Director
General Counsel
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