The Purchase Of Shares Agreement is a crucial legal document used in corporate transactions under Irish law when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This document is essential for both private and public company transactions, though its complexity may vary depending on the size and nature of the deal. It captures all material terms of the transaction, including purchase price, payment structure, warranties about the company's condition, indemnities, and completion mechanics. The agreement must comply with Irish Companies Act 2014 requirements and other relevant legislation, while also addressing practical commercial concerns such as tax implications and regulatory approvals. It's particularly important in merger and acquisition transactions, corporate restructurings, and investment deals, providing legal certainty and risk allocation between the parties involved.
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1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
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: Any conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Obligations of parties between signing and completion
8. Completion: Mechanics of completion, including timing, location, and deliverables
9. Warranties: Seller's warranties regarding the shares, target company, and business
10. Limitations on Liability: Limitations on seller's liability under the warranties and indemnities
11. Tax Covenant: Specific provisions relating to tax liabilities and indemnities
12. Confidentiality: Obligations regarding confidential information
13. Announcements: Provisions regarding public announcements about the transaction
14. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
15. Assignment: Restrictions on assignment of rights under the agreement
16. Notices: Process for giving formal notices under the agreement
17. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition Covenants: Required when sellers need to be restricted from competing post-completion
3. Security for Claims: Used when specific security is required for warranty or indemnity claims
4. Intellectual Property Rights: Detailed provisions when IP is a significant asset of the target company
5. Employee Matters: Specific provisions when employment issues are material to the transaction
6. Property Matters: Detailed provisions when real property is material to the target company
7. Data Protection: Extended provisions when the target company processes significant personal data
8. Environmental Matters: Required when environmental risks are material to the business
9. Escrow Arrangements: Used when part of the consideration is held in escrow
10. Break Fee: Provisions for payment if the transaction fails to complete under certain circumstances
1. Details of the Target Company: Corporate information, share capital structure, and subsidiaries
2. Warranties: Detailed warranties given by the seller
3. Properties: Details of all properties owned or leased by the target company
4. Intellectual Property: List of all IP owned or licensed by the target company
5. Material Contracts: Summary of key commercial contracts
6. Employees: Details of employees and their terms of employment
7. Completion Obligations: Detailed list of completion deliverables
8. Tax Covenant: Detailed tax indemnity provisions
9. Disclosed Documents: List of documents disclosed against the warranties
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Form of Board Resolutions: Template board resolutions for completion
12. Completion Accounts: Format and principles for preparation of completion accounts
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