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Stock Redemption Agreement
"Need a Stock Redemption Agreement under Irish law for our tech startup to buy back shares from a retiring founder by March 2025, with payment to be made in three installments over 18 months."
1. Parties: Identifies and defines the company and the selling shareholder(s) as parties to the agreement
2. Background: Provides context about the company, share ownership, and the reason for redemption
3. Definitions: Defines key terms used throughout the agreement
4. Agreement to Redeem: Details the fundamental agreement to redeem shares, including number and class of shares
5. Purchase Price: Specifies the redemption price per share and total consideration
6. Payment Terms: Outlines the method, timing, and structure of payment
7. Closing: Specifies the closing date and mechanics of the transaction
8. Representations and Warranties of Seller: Seller's confirmations regarding share ownership, authority to sell, and absence of encumbrances
9. Representations and Warranties of Company: Company's confirmations regarding authority, compliance with laws, and financial capacity
10. Conditions Precedent: Prerequisites that must be satisfied before closing
11. Tax Matters: Addresses tax implications and responsibilities
12. Confidentiality: Provisions regarding confidential treatment of the transaction and company information
13. Notices: Specifies how formal communications between parties should be made
14. Governing Law and Jurisdiction: Confirms Irish law as governing law and specifies jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Employee Provisions: Required when the selling shareholder is/was an employee, addressing employment-related aspects
2. Non-Competition and Non-Solicitation: Included when the selling shareholder needs to be restricted from competing or soliciting customers/employees
3. Drag-Along Rights: Included when there are multiple shareholders and forced sale provisions are needed
4. Tag-Along Rights: Included when minority shareholders need protection in case of future sales
5. Board Approval: Required when specific board approval processes need to be documented
6. Shareholder Approval: Required when shareholder approval is needed under articles or law
7. Installment Payment Terms: Included when the redemption price is to be paid in installments
8. Security Arrangements: Required when payment is deferred and security is provided
9. Death/Disability Provisions: Included when redemption is triggered by death or disability
1. Schedule 1 - Share Details: Detailed description of shares being redeemed, including share certificates numbers and dates
2. Schedule 2 - Calculation of Purchase Price: Details of how the redemption price was calculated, including any valuation methods
3. Schedule 3 - Closing Deliverables: List of all documents and items to be delivered at closing
4. Schedule 4 - Form of Resignation: Template resignation letter if seller is also resigning from company positions
5. Schedule 5 - Company Resolutions: Required board and/or shareholder resolutions
6. Appendix A - Payment Schedule: If applicable, detailed schedule of installment payments
7. Appendix B - Tax Declarations: Required tax forms and declarations
8. Appendix C - Share Certificates: Copies of relevant share certificates
Authors
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Construction
Energy
Agriculture
Transportation
Education
Telecommunications
Media and Entertainment
Biotechnology
Legal
Finance
Corporate Secretariat
Tax
Treasury
Compliance
Risk Management
Corporate Governance
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Finance Director
Tax Director
Corporate Governance Officer
Board Director
Managing Director
Shareholder
Company Director
Corporate Finance Manager
Compliance Officer
Risk Manager
Treasury Manager
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