Equity Interest Purchase Agreement Template for Ireland

The Equity Interest Purchase Agreement is a fundamental transaction document used in Irish mergers and acquisitions to effectuate the sale and purchase of shares or other equity interests in a company. This agreement is essential when acquiring partial or full ownership of an Irish company, whether in a private or public context. It must comply with Irish corporate law requirements, particularly the Companies Act 2014, and address specific local considerations such as stamp duty, competition law clearance, and tax implications. The document typically includes detailed provisions on purchase price mechanics, extensive warranties and indemnities, conditions precedent, and completion mechanics. It's particularly important to note that under Irish law, certain provisions like tax warranties and competition law compliance require specific attention and drafting approaches unique to the jurisdiction.

1. Parties: Identification of buyer and seller(s) with full legal details

2. Background: Context of the transaction and brief description of the target company

3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules

4. Sale and Purchase: Core transaction terms including equity interests being sold and purchase price

5. Consideration: Details of payment terms, adjustments, and payment mechanics

6. Conditions Precedent: Conditions that must be satisfied before closing

7. Pre-Closing Obligations: Parties' obligations between signing and closing

8. Completion: Closing mechanics, deliverables, and timing

9. Warranties: Seller's representations and warranties about the business

10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

11. Tax Covenant: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding transaction and business information

13. Announcements: Rules for public statements about the transaction

14. Further Assurance: Obligations to take additional steps to give effect to the agreement

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Process for formal communications between parties

17. General Provisions: Boilerplate clauses including severability, entire agreement, etc.

18. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions