The Security Purchase Agreement is a crucial document used in Irish corporate and financial transactions for facilitating the transfer of securities between parties. It serves as the primary transaction document in various scenarios, including private company share sales, investment rounds, and corporate restructurings. The agreement must comply with Irish Companies Act 2014, relevant EU regulations, and financial services legislation. A Security Purchase Agreement typically includes detailed provisions covering purchase price, payment terms, warranties, conditions precedent, completion mechanics, and post-completion obligations. It's particularly important in Ireland's financial services sector, where many international companies structure their transactions through Irish entities due to the country's favorable business environment and established legal framework. The document needs to be carefully drafted to ensure it meets both Irish legal requirements and any applicable EU regulations, particularly regarding securities trading and financial services.
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1. Parties: Identification of the seller(s) and purchaser(s) of the securities, including full legal names and addresses
2. Background: Context of the transaction, including brief description of the company whose securities are being sold and the purpose of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the securities being sold, purchase price, and payment mechanics
5. Completion: Details of when and where completion will take place and what will happen at completion
6. Conditions Precedent: Conditions that must be satisfied before the agreement becomes effective
7. Seller's Warranties: Warranties regarding the seller's ownership of securities, authority to sell, and status of the securities
8. Company Warranties: Warranties about the company's business, financial position, and compliance with laws
9. Purchaser's Warranties: Warranties from the purchaser regarding authority to purchase and financial capacity
10. Pre-Completion Obligations: Obligations of parties between signing and completion
11. Confidentiality: Provisions regarding confidential information and announcements
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
14. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares alongside majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Non-Compete Provisions: Include when sellers need to be restricted from competing post-sale
4. Board Composition: Include when the purchase involves changes to board structure
5. Earn-Out Provisions: Include when part of the purchase price is contingent on future performance
6. Tax Covenants: Include when specific tax indemnities or arrangements are required
7. Regulatory Compliance: Include when the transaction requires specific regulatory approvals
8. Employee Matters: Include when the transaction affects employee rights or benefits
1. Details of Securities: Detailed description of the securities being sold including class, number, and nominal value
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Full set of warranties and any specific limitations
4. Company Information: Details of the company including corporate structure and subsidiaries
5. Intellectual Property: Schedule of company's IP rights and registrations
6. Material Contracts: List and details of company's material contracts
7. Properties: Details of company's real estate and leases
8. Disclosed Matters: Information disclosed against the warranties
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Form of Stock Transfer Form: Template form for transferring the securities
Relevant legal definitions
Accounts
Accounting Standards
Affiliate
Agreement
Board
Business
Business Day
Central Bank
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitution
Disclosed
Disclosure Letter
Encumbrance
EU
Financial Year
Group
Intellectual Property Rights
Irish GAAP
Laws
Longstop Date
Loss
Material Adverse Change
Material Contracts
Notice
Parties
Permitted Encumbrance
Purchase Price
Purchaser
Purchaser's Group
Purchaser's Solicitors
Regulatory Authority
Regulatory Consents
Related Persons
Relevant Period
Securities
Seller
Seller's Group
Seller's Solicitors
Signing Date
Subsidiaries
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Capital
Accounting Standards
Affiliate
Agreement
Board
Business
Business Day
Central Bank
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitution
Disclosed
Disclosure Letter
Encumbrance
EU
Financial Year
Group
Intellectual Property Rights
Irish GAAP
Laws
Longstop Date
Loss
Material Adverse Change
Material Contracts
Notice
Parties
Permitted Encumbrance
Purchase Price
Purchaser
Purchaser's Group
Purchaser's Solicitors
Regulatory Authority
Regulatory Consents
Related Persons
Relevant Period
Securities
Seller
Seller's Group
Seller's Solicitors
Signing Date
Subsidiaries
Tax
Tax Authority
Transaction Documents
Transfer
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Restrictive Covenants
Confidentiality
Announcements
Data Protection
Anti-Money Laundering
Regulatory Compliance
Tax Matters
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Shareholders' Rights
Information Rights
Further Assurance
Assignment
Costs
Notices
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Limitations on Liability
Indemnification
Restrictive Covenants
Confidentiality
Announcements
Data Protection
Anti-Money Laundering
Regulatory Compliance
Tax Matters
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Board Composition
Shareholders' Rights
Information Rights
Further Assurance
Assignment
Costs
Notices
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Financial Services
Investment Banking
Private Equity
Venture Capital
Corporate Services
Professional Services
Technology
Real Estate
Manufacturing
Healthcare
Energy
Telecommunications
Infrastructure
Retail
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Risk Management
Treasury
Investment
Corporate Secretariat
Board of Directors
Mergers & Acquisitions
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Manager
Corporate Secretary
Finance Director
Compliance Officer
Investment Banker
Private Equity Manager
Venture Capital Manager
Risk Manager
Corporate Development Director
M&A Director
Treasury Manager
Board Director
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