The Agreement For Sale Of Shares is a crucial document in Irish corporate transactions, used when transferring ownership of company shares from one party to another. It is essential for both private and public company transactions, though its complexity varies based on the size and nature of the deal. The agreement must comply with Irish law, particularly the Companies Act 2014, and typically includes detailed provisions covering purchase price, completion mechanics, warranties, indemnities, and various conditions precedent. It's commonly used in corporate restructurings, business exits, and investment transactions, requiring careful consideration of tax implications, regulatory requirements, and corporate governance issues. The document serves as the primary transaction document in share acquisitions, protecting both parties' interests while ensuring legal compliance.
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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 methods, 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, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties about the company, shares, and business
10. Limitations on Liability: Limitations on warranty claims and other liability caps
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality and Announcements: Obligations regarding transaction confidentiality and public announcements
13. General Provisions: Standard boilerplate clauses including notices, assignment, severability
1. Earn-out Provisions: Used when part of the consideration is contingent on future performance
2. Non-Compete Covenants: Required when seller restrictions post-completion are needed
3. Management Arrangements: Included when there are specific arrangements for ongoing management
4. Intellectual Property Rights: Detailed section when IP is a crucial asset of the business
5. Employee Matters: Specific provisions when employee arrangements are material to the deal
6. Real Estate Provisions: Detailed section when property assets are material
7. Bank Financing: Required when transaction involves external financing
8. Break Fee: Used in larger transactions where deal certainty is crucial
1. Details of the Company: Corporate information including shareholding structure
2. Conditions Precedent: Detailed list of all conditions to be satisfied
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Properties: Details of all real estate owned or leased
6. Intellectual Property: List of all IP rights owned or licensed
7. Material Contracts: Summary of key commercial contracts
8. Employees: Details of employment terms for key staff
9. Tax Covenant: Detailed tax indemnity provisions
10. Disclosure Letter: Exceptions to warranties and disclosed matters
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