The Stock Repurchase Agreement is a crucial document used when an Irish company wishes to buy back its own shares from existing shareholders. This transaction type is governed by the Companies Act 2014 and must comply with Irish corporate law requirements regarding capital maintenance and shareholder protection. The agreement is commonly used in scenarios such as employee exits, capital structure optimization, or implementing share buyback programs. It contains essential provisions covering transaction mechanics, regulatory compliance, tax implications, and necessary corporate approvals. The document is particularly important as share repurchases in Ireland must meet specific legal requirements regarding distributable reserves, shareholder approvals, and filing obligations with the Companies Registration Office.
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1. Parties: Identification of the company and the selling shareholder(s)
2. Background: Context of the agreement, including company details and reason for repurchase
3. Definitions: Key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, class of shares, and agreement to sell
5. Purchase Price: Agreed price per share and total consideration
6. Payment Terms: Method and timing of payment
7. Conditions Precedent: Requirements to be met before completion
8. Completion: Mechanics of the transfer, including timing and delivery requirements
9. Seller's Warranties: Representations regarding ownership, authority to sell, and absence of encumbrances
10. Company's Warranties: Representations regarding authority to purchase and compliance with law
11. Tax Matters: Treatment of tax implications and responsibilities
12. Confidentiality: Obligations regarding transaction confidentiality
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Employee-Related Provisions: Required when shares are being repurchased from current or former employees, including treatment of employment rights
2. Market Abuse Provisions: Required for public companies to address insider trading and market manipulation concerns
3. Regulatory Approvals: Required when the transaction needs specific regulatory clearances
4. Shareholder Approval: Required when specific shareholder approval processes need to be documented
5. Escrow Arrangements: Optional section for when part of the purchase price is held in escrow
6. Non-Competition: Optional restrictions on seller's future activities, particularly relevant for significant shareholders
7. Drag-Along/Tag-Along Rights: Required when the repurchase triggers or affects existing shareholder rights
1. Share Details: Detailed description of shares being repurchased, including share certificates numbers
2. Completion Requirements: List of documents and actions required at completion
3. Form of Transfer Instrument: Template share transfer form
4. Board Resolutions: Form of board resolutions approving the repurchase
5. Shareholder Resolutions: Form of any required shareholder resolutions
6. Warranty Schedule: Detailed warranties given by the seller
7. Payment Details: Bank account and payment instruction details
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