The Company Share Sale Agreement is a fundamental document used in corporate transactions under Irish law when transferring ownership of a company through the sale of its shares. This agreement is essential for both private and public company transactions, though its application and complexity may vary. It sets out the complete terms of the share sale transaction, including the precise mechanics of the transfer, purchase price and payment terms, warranties about the company's business and affairs, tax indemnities, and various post-completion obligations. The document must comply with the Irish Companies Act 2014 and other relevant legislation, while also addressing practical commercial considerations. It's particularly important as it not only documents the transaction but also allocates risk between the parties through its warranty and indemnity provisions. The agreement typically requires input from legal, financial, and tax advisors to ensure all aspects of the transaction are properly addressed and documented.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered 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 provision for the sale of shares, including the exact number and class of shares being sold
5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms
6. Completion: Details of when, where, and how completion will take place, including completion deliverables
7. Seller's Warranties: Standard warranties about the seller's capacity to sell and ownership of shares
8. Business Warranties: Warranties about the company's business, assets, liabilities, and operations
9. Tax Warranties and Indemnities: Specific warranties and indemnities relating to tax matters
10. Limitations on Liability: Limitations on the seller's liability under the warranties and indemnities
11. Confidentiality: Obligations regarding confidentiality of the transaction and company information
12. Announcements: Provisions regarding public announcements about the transaction
13. Further Assurance: Obligation to execute further documents and take further actions if necessary
14. Assignment: Restrictions on the assignment of rights under the agreement
15. Notices: Process for giving formal notices under the agreement
16. Governing Law and Jurisdiction: Specification of Irish law as governing law and Irish courts' jurisdiction
1. Non-Compete Provisions: Restrictions on seller's future competitive activities - include when seller has been actively involved in the business
2. Employee Provisions: Specific provisions relating to key employees - include when retention of key staff is crucial
3. Earn-out Provisions: Mechanism for additional payments based on future performance - include when part of purchase price is contingent on future performance
4. Pre-Completion Obligations: Obligations between exchange and completion - include when there's a split exchange and completion
5. Intellectual Property Rights: Specific provisions about IP - include when IP is a crucial asset
6. Data Protection: Specific data protection provisions - include when significant personal data is involved
7. Break Fee: Fee payable if transaction doesn't proceed - include in higher-value transactions
8. Regulatory Conditions: Conditions relating to regulatory approvals - include when regulatory approval is required
1. Schedule 1 - Details of the Company: Company information including corporate details, share capital structure, and subsidiaries
2. Schedule 2 - The Properties: Details of all properties owned or leased by the company
3. Schedule 3 - Intellectual Property Rights: List of all IP owned or licensed by the company
4. Schedule 4 - The Warranties: Detailed warranties about the company and its business
5. Schedule 5 - Tax Covenant: Detailed tax indemnity provisions
6. Schedule 6 - Completion Obligations: List of documents and actions required at completion
7. Schedule 7 - Completion Accounts: Format and preparation requirements for completion accounts
8. Schedule 8 - Employee Information: Details of employees, including key terms of employment
9. Schedule 9 - Material Contracts: List and details of important commercial contracts
10. Appendix 1 - Form of Stock Transfer Form: Template stock transfer form to be used at completion
11. Appendix 2 - Form of Board Minutes: Template board minutes approving the share transfer
12. Appendix 3 - Form of Resignation Letters: Template resignation letters for departing directors
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Company Share Sale Agreement
An Irish law-governed agreement documenting the sale and purchase of shares in a private company, including terms, warranties, and completion mechanics.
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