The Preliminary Share Purchase Agreement is a crucial document used in the initial stages of company acquisitions under Irish law. It serves as a binding framework that outlines the fundamental terms and conditions of a proposed share purchase transaction while allowing for necessary due diligence and detailed negotiation of the final agreement. This document is typically employed when parties have reached agreement on basic commercial terms but require a formal structure to proceed with detailed investigations and negotiations. The agreement includes essential provisions such as exclusivity periods, confidentiality obligations, conditions precedent, and the basic mechanism for determining the purchase price, all while ensuring compliance with Irish corporate law requirements. It provides protection for both parties during the interim period while maintaining sufficient flexibility for the negotiation of the definitive share purchase agreement.
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1. Parties: Identification of the seller(s), purchaser(s) and the target company
2. Background: Context of the transaction and purpose of the preliminary agreement
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Basic agreement to sell and purchase the shares, including initial price mechanism
5. Conditions Precedent: Key conditions that must be satisfied before proceeding to final agreement
6. Due Diligence: Framework for the due diligence process, including access to information and confidentiality
7. Exclusivity: Commitment not to negotiate with other parties during the specified period
8. Timeline: Key dates and deadlines for various stages of the transaction
9. Confidentiality: Obligations regarding confidential information
10. Costs: Allocation of costs and expenses
11. Governing Law and Jurisdiction: Specification of Irish law and jurisdiction
1. Break Fee: Used when parties want to specify compensation if either party withdraws from the transaction
2. Management Provisions: Include when specific arrangements are needed regarding management of the target during the interim period
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Deposit: Include when an initial deposit is required
5. Employee Matters: Used when specific employment-related matters need to be addressed during the interim period
6. Interim Covenants: Include when specific restrictions on target company operations are needed during the interim period
7. MAC Clause: Material Adverse Change clause - used for larger transactions or where specific risks need to be addressed
1. Details of the Target Company: Corporate information, share capital structure, and current ownership
2. Initial Purchase Price Calculation: Framework for determining the initial purchase price
3. Due Diligence Requirements: Specific areas and documents required for due diligence
4. Timetable: Detailed timeline of key dates and milestones
5. Form of Confidentiality Agreement: Template for additional confidentiality agreements if required
6. Key Terms for Final SPA: Outline of essential terms to be included in the final agreement
7. Required Consents and Approvals: List of necessary third-party and regulatory approvals
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