The Sale Of Shares Agreement is a crucial legal document used in corporate transactions where ownership of a company is transferred through the sale of shares. This agreement, governed by Irish law, is essential when conducting share acquisitions in Ireland, whether for complete or partial ownership transfers. It provides a detailed framework for the transaction, incorporating requirements under the Companies Act 2014 and other relevant Irish legislation. The document typically includes comprehensive warranties about the company's condition, indemnities, conditions precedent to completion, and specific provisions addressing tax and regulatory compliance. It's particularly important for protecting both parties' interests and ensuring a clear record of the transaction terms, while also addressing specific Irish legal and regulatory requirements for share transfers.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal names and addresses
2. Background: Context of the transaction, including brief description of the company and reason for the share sale
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-completion Obligations: Obligations of both parties between signing and completion
7. Completion: Details of the completion process, timing, and deliverables
8. Seller's Warranties: Warranties given by the seller regarding the shares and the company
9. Buyer's Warranties: Basic warranties given by the buyer, including capacity to enter into the agreement
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Restrictions on public announcements about the transaction
13. Further Assurance: Obligation to take further actions necessary to give effect to the agreement
14. Assignment: Restrictions on assignment of rights under the agreement
15. Notices: Process for giving formal notices under the agreement
16. General Provisions: Standard boilerplate clauses including entire agreement, variations, etc.
17. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Tax Covenant: Detailed tax indemnity from seller to buyer - used in larger transactions or where tax risks are significant
2. Non-competition Restrictions: Restrictions on seller's future competing activities - used when seller has significant market knowledge or relationships
3. Earn-out Provisions: Mechanism for additional payments based on future performance - used when price includes contingent elements
4. Director Resignations: Provisions for resignation of existing directors - used when buyer wants to change management
5. Transitional Services: Arrangements for post-completion services by seller - used when company relies on seller's group services
6. Employee Matters: Specific provisions regarding key employees - used when retention of specific staff is crucial
7. Intellectual Property Rights: Specific provisions regarding IP - used when IP is a crucial asset
8. Break Fee: Fee payable if transaction fails - used in larger transactions or where abort risk is significant
1. Details of the Company: Complete corporate information including registration details, share capital, and directors
2. Conditions Precedent: Detailed list of all conditions that must be satisfied before completion
3. Completion Obligations: Detailed list of actions and deliverables required at completion
4. Warranties: Full set of warranties given by the seller regarding the company and its business
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP owned or licensed by the company
7. Material Contracts: List and details of key commercial contracts
8. Employees: Details of employees including terms of employment and benefits
9. Tax Schedule: Detailed tax warranties and tax covenant provisions
10. Disclosed Documents: List of documents disclosed against the warranties
Relevant legal definitions
Clauses
Interpretation
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Tax Warranties
Tax Covenant
Limitations on Liability
Indemnities
Non-competition
Confidentiality
Announcements
Data Protection
Anti-money Laundering
Assignment
Force Majeure
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Restrictive Covenants
Share Transfer Mechanics
Company Management
Employee Matters
Intellectual Property
Property Rights
Regulatory Compliance
Change of Control
Material Contracts
Business Protection
Financial Statements
Due Diligence
Disclosure
Remedies
termination
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-completion Obligations
Completion
Post-completion Obligations
Warranties
Tax Warranties
Tax Covenant
Limitations on Liability
Indemnities
Non-competition
Confidentiality
Announcements
Data Protection
Anti-money Laundering
Assignment
Force Majeure
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Restrictive Covenants
Share Transfer Mechanics
Company Management
Employee Matters
Intellectual Property
Property Rights
Regulatory Compliance
Change of Control
Material Contracts
Business Protection
Financial Statements
Due Diligence
Disclosure
Remedies
termination
Relevant Industries
Technology
Manufacturing
Financial Services
Professional Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Media & Entertainment
Agriculture
Construction
Transport & Logistics
Hospitality
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Business Development
Executive Leadership
Corporate Secretariat
Treasury
Commercial
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Managing Director
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Business Development Director
Tax Director
Compliance Officer
Risk Manager
Board Director
Commercial Director
General Counsel
Transaction Manager
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