A Transfer of Shares Agreement is a fundamental document used when transferring ownership of shares in an Irish company from one party to another. This agreement is essential for documenting the terms and conditions of the share transfer, ensuring compliance with Irish company law, and protecting the interests of all parties involved. The document includes crucial details such as the number and class of shares being transferred, purchase price, payment terms, warranties, and completion requirements. It's particularly important in Ireland where share transfers must comply with the Companies Act 2014 and other relevant legislation, including stamp duty and tax regulations. The agreement can be used for both simple transfers between existing shareholders and more complex transactions involving new investors or corporate restructuring.
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1. Parties: Identifies and defines the Seller(s) and Buyer(s) of the shares
2. Background: Sets out the context of the transfer, including details of the Company and the Seller's ownership of the shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Sale and Purchase: Core terms of the transfer including the number and class of shares being transferred
5. Consideration: Details of the purchase price and payment terms
6. Completion: Specifies the completion date, location, and actions required at completion
7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of the shares
8. Buyer's Warranties: Basic warranties regarding authority to purchase and financial capacity
9. Tax Covenant: Provisions dealing with tax liabilities and indemnities
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for serving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied, such as regulatory approvals
2. Pre-Completion Obligations: Include when there will be a gap between signing and completion requiring specific conduct requirements
3. Non-Competition Covenants: Added when the seller needs to be restricted from competing post-completion
4. Drag Along/Tag Along Rights: Include when there are multiple shareholders and specific share transfer rights need to be addressed
5. Power of Attorney: Used when additional authority is needed to execute share transfer formalities
6. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
7. Employee Matters: Required when the transfer impacts employment arrangements or employee share schemes
1. Details of the Company: Complete corporate information including registration number, registered office, directors, and share capital structure
2. Details of the Sale Shares: Specific information about the shares being transferred including share certificate numbers and class rights
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Detailed warranties given by the Seller regarding the Company and the Shares
5. Share Transfer Form: Pro forma share transfer form to be executed at completion
6. Board Resolutions: Pro forma board resolutions approving the share transfer
7. Existing Encumbrances: List of any existing charges or encumbrances affecting the shares
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