The Company Takeover Agreement is a fundamental document in Irish corporate law used to facilitate and formalize the acquisition of one company by another. It is essential when a business wants to acquire controlling interest or complete ownership of another company, whether through share purchase or asset acquisition. The agreement must comply with Irish legislation including the Companies Act 2014, Competition Act 2002, and relevant EU regulations. It contains comprehensive details about the transaction structure, purchase consideration, warranties and indemnities, conditions precedent, and completion mechanics. This document is particularly crucial as it serves as the primary reference point for all aspects of the takeover transaction and helps manage risk for all parties involved. The agreement's provisions must be carefully drafted to address specific requirements of Irish law while protecting the interests of both buyer and seller.
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1. Parties: Identification of the buyer, seller(s), and target company, including registered addresses and company numbers
2. Background: Context of the transaction, including brief description of the target business and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets), purchase price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur, including regulatory approvals
6. Pre-Completion Obligations: Seller's obligations regarding business operation between signing and completion
7. Completion: Mechanics of completion, including timing, location, and actions required by each party
8. Warranties: Seller's warranties regarding the business, shares, and assets being sold
9. Limitations on Liability: Limitations on warranty claims and general liability of the parties
10. Tax Covenant: Specific indemnities relating to tax matters and allocation of tax responsibilities
11. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
12. Post-Completion Obligations: Ongoing obligations after completion, including transitional arrangements
13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller is an individual or small group of shareholders
2. Employee Matters: Specific provisions for employee transfers and protections - include when significant workforce is involved
3. Intellectual Property: Detailed IP transfer provisions - include when target has significant IP assets
4. Property Matters: Specific provisions for real estate - include when target owns/leases significant properties
5. Data Protection: GDPR compliance provisions - include when significant personal data is involved
6. Environmental Matters: Environmental warranties and indemnities - include for manufacturing or industrial businesses
7. Regulatory Compliance: Industry-specific regulatory provisions - include for regulated businesses
8. Break Fee: Terms for compensation if deal fails - include for public company takeovers
9. Earn-out Provisions: Structure for additional future payments - include when purchase price includes performance-based elements
1. Schedule 1 - Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Warranties: Full set of warranties given by the seller
5. Schedule 5 - Properties: Details of all owned and leased properties
6. Schedule 6 - Intellectual Property: List of all IP rights owned or licensed by the target
7. Schedule 7 - Material Contracts: Summary of key commercial contracts
8. Schedule 8 - Employees: Details of key employees and employment terms
9. Schedule 9 - Disclosed Matters: Information disclosed against the warranties
10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts
11. Appendix 2 - Tax Covenant: Detailed tax indemnity provisions and mechanisms
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