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Equity Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Equity Purchase Agreement

"I need an Equity Purchase Agreement under Irish law for the acquisition of a fintech company, including specific provisions for Central Bank approval and data protection compliance, with completion targeted for March 2025."

Document background
An Equity Purchase Agreement is the primary transaction document used when acquiring shares or equity interests in a company under Irish law. It is essential for both private and public company transactions, though specific requirements may vary. The agreement comprehensively documents all aspects of the share purchase transaction, including the precise terms of sale, purchase price mechanisms, warranties and indemnities, conditions precedent, and completion requirements. It is particularly important in Irish corporate transactions as it must comply with the Companies Act 2014 and other relevant legislation, while also addressing specific commercial requirements of the parties involved. The document is typically preceded by heads of terms or a letter of intent, and its execution often triggers various regulatory notifications and approval requirements, particularly in regulated sectors or larger transactions requiring competition clearance.
Suggested Sections

1. Parties: Identifies and defines all parties to the agreement, including Seller(s), Purchaser(s), and any guarantors

2. Background: Recitals explaining the context of the transaction and the parties' intentions

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

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Consideration: Details of the purchase price, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of closing, including timing, location, and deliverables

9. Seller Warranties: Warranties given by the seller regarding the company and shares

10. Purchaser Warranties: Basic warranties given by the purchaser, including capacity and authority

11. Limitations on Liability: Limitations on warranty claims and general liability caps

12. Tax Covenant: Specific indemnities relating to tax matters

13. Confidentiality: Obligations regarding confidential information and announcements

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Earn-out Provisions: Include when part of the purchase price is contingent on future performance

2. Management Arrangements: Include when key management are selling shareholders and will remain involved post-completion

3. Non-Competition Covenants: Include when sellers need to be restricted from competing post-completion

4. Property Matters: Include when the target company has significant real estate assets requiring specific provisions

5. Intellectual Property Rights: Include when IP is a significant asset requiring detailed provisions

6. Employee Matters: Include when specific employee-related arrangements need to be addressed

7. Bank Consent: Include when target company has significant banking relationships requiring consent

8. Escrow Arrangements: Include when part of the consideration will be held in escrow

Suggested Schedules

1. Schedule 1 - Details of the Company: Corporate information including shareholding structure and subsidiaries

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied pre-completion

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

4. Schedule 4 - Warranties: Full set of seller warranties

5. Schedule 5 - Limitations on Liability: Detailed warranty claim procedures and limitations

6. Schedule 6 - Properties: Details of all real estate owned or leased by the target

7. Schedule 7 - Intellectual Property: Details of all IP owned or licensed by the target

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

9. Schedule 9 - Material Contracts: List and details of important commercial contracts

10. Schedule 10 - Tax Covenant: Detailed tax indemnity provisions and procedures

11. Appendix 1 - Form of Resignation Letters: Template resignation letters for outgoing directors

12. Appendix 2 - Form of Board Minutes: Template board minutes approving share transfer

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Financial Services

Technology

Manufacturing

Healthcare

Real Estate

Retail

Professional Services

Energy

Transportation

Media and Entertainment

Telecommunications

Agriculture

Construction

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Board Secretariat

Treasury

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Banker

Private Equity Manager

Company Secretary

Finance Director

Business Development Director

Tax Director

Corporate Development Manager

Risk Manager

Compliance Officer

Board Member

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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