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Shareholder Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Shareholder Purchase Agreement is a crucial document used in corporate transactions where one or more shareholders sell their ownership interests in a company to one or more purchasers. This agreement is essential for both private and public companies in Ireland, providing a legally binding framework that protects the interests of all parties involved. It must comply with Irish law, particularly the Companies Act 2014 and relevant tax legislation. The document typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties about the company's condition, tax indemnities, and completion procedures. It may also address specific Irish regulatory requirements, such as those from the Central Bank of Ireland or Competition Authority, depending on the transaction size and nature. The agreement serves as the primary transaction document and often references numerous ancillary documents and schedules that provide additional detail about the company, its assets, and the terms of the sale.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Media and Entertainment

Construction

Agriculture

Transportation and Logistics

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Strategy

Executive Leadership

Business Development

Relevant Roles

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

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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