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Stock Purchase Contract Template for Ireland

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Key Requirements PROMPT example:

Stock Purchase Contract

"I need a Stock Purchase Contract under Irish law for the acquisition of 60% shareholding in a technology startup, with specific provisions for an earn-out mechanism over three years and ongoing management participation by the founding shareholders."

Document background
The Stock Purchase Contract is a fundamental document in corporate transactions under Irish law, used when one party wishes to acquire shares in a company from existing shareholders. This comprehensive agreement is essential for both private and public company share acquisitions, though its specific terms may vary depending on the transaction size, complexity, and whether it involves a partial or complete acquisition of the target company. The document must comply with Irish corporate law, particularly the Companies Act 2014, and includes detailed provisions on share transfer mechanics, warranties, indemnities, and conditions precedent. It's typically used in conjunction with due diligence processes and may require supporting documentation such as board resolutions, shareholder approvals, and regulatory clearances. The agreement becomes particularly crucial in cross-border transactions where Irish law governance adds specific compliance requirements and considerations.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

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

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

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

5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase

6. Completion: Details of when, where, and how completion will take place, including completion obligations

7. Warranties: Seller's warranties regarding the shares, company, and business

8. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

9. Tax Covenant: Specific indemnities relating to tax matters

10. Confidentiality: Obligations regarding confidential information

11. Announcements: Restrictions on public announcements about the transaction

12. Further Assurance: Obligations 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 jurisdiction for disputes

Optional Sections

1. Non-Competition Covenants: Restrictions on seller's competing activities - used when seller has been actively involved in the business

2. Earn-out Provisions: Mechanism for additional payments based on future performance - used when part of purchase price is contingent

3. Management Provisions: Arrangements for ongoing management - used when seller continues involvement post-completion

4. Interim Period Obligations: Obligations between signing and completion - used when there's a split signing/completion

5. Break Fee: Provisions for payment if deal fails - used in higher-value transactions

6. Regulatory Compliance: Specific provisions for regulatory approvals - used when transaction requires regulatory clearance

7. Employee Matters: Specific provisions regarding employees - used when employment arrangements are material to the deal

Suggested Schedules

1. Details of the Company: Complete corporate information including shareholding structure

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

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

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of all company properties and related matters

6. Intellectual Property: Schedule of all IP owned or used by the company

7. Material Contracts: List and details of important commercial contracts

8. Employee Information: Details of employees and their terms of employment

9. Tax Covenant: Detailed tax indemnity provisions

10. Disclosed Documents: List of documents disclosed against the 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

Financial Services

Technology

Manufacturing

Professional Services

Real Estate

Healthcare

Retail

Energy

Transportation

Telecommunications

Media and Entertainment

Construction

Agricultural

Mining and Resources

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Company Secretariat

Treasury

Tax

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Finance Director

Corporate Development Director

Investment Manager

Mergers & Acquisitions Director

Legal Counsel

Transaction Manager

Due Diligence Manager

Risk Manager

Compliance Officer

Board Director

Chief Operating Officer

Business Development 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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