The Merger And Acquisition Agreement is a fundamental transaction document used in corporate combinations and acquisitions in Ireland. It serves as the primary contract governing the sale and purchase of a business, whether through a share or asset acquisition, merger, or corporate restructuring. This document is essential when one company is acquiring another company, multiple companies are combining their operations, or when a business is being transferred between parties. The agreement must comply with Irish law, particularly the Companies Act 2014, competition laws, and relevant regulatory requirements. It typically includes detailed provisions covering purchase price mechanisms, warranties and indemnities, conditions precedent, pre-completion covenants, and completion mechanics. The document also addresses key Irish legal considerations such as stamp duty, tax implications, and employment protection requirements under TUPE regulations.
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1. Parties: Identification of the buyer, seller, and any guarantors
2. Background: Context of the transaction and brief description of the target business
3. Definitions and Interpretation: Defined terms and interpretation rules
4. Sale and Purchase: Core transaction terms including what is being sold (shares/assets)
5. Purchase Price: Consideration amount, payment terms, adjustments, and earn-out provisions if applicable
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion
8. Completion: Mechanics of closing the transaction
9. Warranties and Representations: Seller's warranties about the business and general representations
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
11. Tax Covenant: Tax indemnities and related provisions
12. Confidentiality and Announcements: Provisions regarding transaction confidentiality and public statements
13. Non-Competition and Non-Solicitation: Post-completion restrictive covenants
14. Further Assurance: Obligations to take additional steps to give effect to the agreement
15. Notices: Process for formal communications between parties
16. General Provisions: Standard boilerplate clauses
17. Governing Law and Jurisdiction: Confirmation of Irish law and jurisdiction
1. Escrow Arrangements: Used when part of the purchase price is held in escrow
2. Employee Matters: Specific provisions for employee transfers and protections, particularly relevant in asset purchases
3. Intellectual Property Rights: Detailed IP provisions when IP is a key transaction driver
4. Data Protection: Enhanced provisions when significant personal data is involved
5. Property Matters: Specific provisions for real estate when significant to the transaction
6. Environmental Matters: Additional provisions for businesses with environmental risks
7. Regulatory Compliance: Enhanced provisions for regulated businesses
8. Transition Services: When post-completion services are required from the seller
9. Break Fee: Used in public company transactions or when required by commercial agreement
10. Foreign Investment Provisions: Required for cross-border transactions with foreign investment implications
1. Target Company Details: Corporate information about the target company
2. Properties: List and details of real estate owned or leased
3. Intellectual Property: Schedule of IP rights and registrations
4. Material Contracts: List and details of key business contracts
5. Employees: Employee information and benefits
6. Completion Obligations: Detailed list of completion deliverables
7. Warranties: Detailed warranties about the business
8. Tax Warranties: Specific tax-related warranties
9. Disclosed Documents: List of disclosure documents
10. Working Capital Statement: Agreed form of working capital calculations
11. Net Asset Statement: Agreed form of net asset calculations
12. Data Room Index: Index of due diligence materials
13. Form of Tax Deed: Agreed form of tax deed
14. Completion Accounts: Pro forma completion accounts
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