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Stock Sale Agreement Form
"I need a Stock Sale Agreement Form under Irish law for the sale of 100% shares in a private technology company, with specific provisions for an earn-out payment structure and retention of key technical employees for at least 12 months post-completion."
1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the share sale
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, price, and basic mechanics of the transfer
5. Purchase Price: Detailed breakdown of consideration, payment terms, and any adjustments
6. Completion: Mechanics and requirements for closing the transaction, including timing and location
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of shares
8. Company Warranties: Warranties regarding the company's business, financial position, and operations
9. Buyer's Warranties: Warranties from the buyer regarding authority and ability to complete the purchase
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims and other liabilities
11. Pre-Completion Obligations: Conduct of business requirements between signing and completion
12. Confidentiality: Obligations regarding transaction and business information confidentiality
13. Announcements: Rules for public statements about the transaction
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Tax Covenant: Detailed tax indemnities and procedures, used in larger transactions
3. Non-Competition: Restrictions on seller's future competitive activities, used when seller has significant know-how
4. Employee Matters: Special provisions regarding key employees or management, used when retention is crucial
5. Intellectual Property: Special IP provisions, used when IP is a significant company asset
6. Inter-company Arrangements: Used when there are ongoing relationships with seller's group companies
7. Property Matters: Special provisions for companies with significant real estate assets
8. Environmental Matters: Used for companies with environmental risks or obligations
9. Data Protection: Detailed GDPR compliance provisions, used when personal data is a significant factor
1. Share Details: Details of shares being sold including class, numbers, and any encumbrances
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Full text of detailed warranties about the company and business
4. Properties: Details of company's real estate interests
5. Intellectual Property: List of IP rights owned or licensed by the company
6. Material Contracts: List and details of key business contracts
7. Employees: Information about employees including key terms and benefits
8. Tax Affairs: Details of company's tax positions and ongoing matters
9. Accounts: Recent financial statements and management accounts
10. Disclosed Documents: List of documents disclosed against the warranties
Authors
Financial Services
Technology
Manufacturing
Real Estate
Professional Services
Healthcare
Retail
Energy
Transportation
Telecommunications
Media and Entertainment
Construction
Agriculture
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Executive Leadership
Company Secretariat
Treasury
Corporate Governance
Business Development
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Corporate Development Manager
Investment Banker
Due Diligence Specialist
Tax Advisor
Business Development Director
Merger & Acquisition Manager
Risk Manager
Compliance Officer
Board Director
Private Equity Manager
Transaction Advisory Manager
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