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Share Sale And Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Share Sale And Purchase Agreement

"I need a Share Sale and Purchase Agreement under Irish law for the sale of 100% shares in a technology company, with a planned completion date of March 15, 2025, including specific provisions for intellectual property protection and an earn-out mechanism based on the next two years' performance."

Document background
The Share Sale and Purchase Agreement is a fundamental document used in corporate transactions involving the transfer of ownership in Irish companies through share acquisitions. This agreement is essential when one party wishes to acquire ownership of a company by purchasing its shares from existing shareholders. The document is structured to comply with Irish corporate law, including the Companies Act 2014 and relevant tax legislation. It contains detailed provisions covering the entire transaction process, from initial conditions precedent through to completion and post-completion obligations. The agreement typically includes comprehensive warranties about the target company's business, specific indemnities (particularly regarding tax matters), and precise mechanics for executing the transaction. It's commonly used in both private and public company acquisitions, though the complexity and specific provisions may vary depending on the transaction size and nature of the business being acquired.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s) and the target company

2. Background: Context of the transaction and brief description of the target company

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 price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

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

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the shares and target company

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

11. Tax Covenant: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding confidential information

13. Announcements: Restrictions on public statements about the transaction

14. Further Assurance: Obligations to take additional actions necessary to effect the transaction

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for serving formal notices under the agreement

17. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction for disputes

Optional Sections

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

2. Non-Competition Covenants: Include when seller restrictions are required post-completion

3. Transitional Services: Include when the seller will provide services to the target company post-completion

4. Employee Matters: Include when specific employee arrangements or protections are required

5. Intellectual Property Rights: Include when IP transfers or licenses are material to the transaction

6. Real Estate Provisions: Include when property matters require specific attention

7. Bank Financing: Include when the purchase is dependent on external financing

8. Break Fee: Include when parties agree to compensation if the deal fails

9. Material Adverse Change: Include when specific events could trigger termination rights

Suggested Schedules

1. Details of the Target Company: Corporate information, share capital, and shareholders

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

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

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

5. Disclosure Letter: Seller's disclosures against the warranties

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

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

8. Material Contracts: List and details of key commercial contracts

9. Employees: Details of employees and their terms of employment

10. Tax Covenant: Detailed tax indemnity provisions and mechanisms

11. Accounts: Recent financial statements and management accounts

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

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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Professional Services

Energy

Transportation

Telecommunications

Media and Entertainment

Construction

Agriculture

Mining

Hospitality

Education

Pharmaceutical

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Board of Directors

Executive Management

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Corporate Development Manager

Investment Director

Mergers & Acquisitions Manager

Due Diligence Manager

Financial Controller

Tax Director

Compliance Officer

Risk Manager

Business Development Director

Commercial Director

Board Member

Managing Director

Finance Director

Corporate Finance Manager

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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