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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."
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
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
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
Financial Services
Technology
Manufacturing
Healthcare
Real Estate
Retail
Professional Services
Energy
Transportation
Media and Entertainment
Telecommunications
Agriculture
Construction
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Board Secretariat
Treasury
Corporate Strategy
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
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