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