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Equity Sale Agreement Template for Ireland

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Key Requirements PROMPT example:

Equity Sale Agreement

"I need an Equity Sale Agreement for the sale of 60% shareholding in my Irish technology company to a German corporate buyer, with completion expected by March 2025 and including an earn-out mechanism based on revenue targets for the following two years."

Document background
An Equity Sale Agreement is a fundamental document used in mergers and acquisitions transactions under Irish law. This agreement is essential when transferring ownership of a company through the sale of its shares, whether for a partial or complete acquisition. The document serves as the primary contract governing the transaction, incorporating all necessary provisions required by Irish corporate law and standard market practice. It includes detailed sections covering the sale mechanics, purchase price calculations, warranties about the business, tax indemnities, and completion procedures. The agreement is typically heavily negotiated and requires careful consideration of both legal and commercial aspects, often involving extensive due diligence findings. It's particularly crucial as it allocates risk between parties and provides the framework for executing the transaction in compliance with Irish legal requirements.
Suggested Sections

1. Parties: Identification of the seller(s), buyer(s) and the company whose shares are being sold

2. Background: Context of the transaction and current ownership structure

3. Definitions and Interpretation: Defined terms and rules of interpretation for the agreement

4. Sale and Purchase: Core transaction terms including description of shares being sold and agreement to sell and purchase

5. Purchase Price: Amount, payment terms, and any adjustments to the purchase price

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements

8. Completion: Mechanics of completion, including timing, location, and actions required

9. Warranties: Seller's warranties regarding the shares, company, and business

10. Limitations on Liability: Limitations on warranty claims and general liability caps

11. Tax Covenant: Specific indemnities relating to tax matters

12. Confidentiality and Announcements: Obligations regarding confidentiality and public statements

13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement

14. Notices: Process and requirements for formal notices under the agreement

15. General Provisions: Standard boilerplate provisions including entire agreement, variations, and third party rights

16. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Employee Matters: Required when specific arrangements for key employees or management are part of the transaction

3. Non-competition Covenants: Include when restricting seller's future competitive activities

4. Intellectual Property Rights: Detailed provisions when IP is a crucial asset of the business

5. Real Estate Matters: Required when property holdings are significant to the transaction

6. Data Protection: Specific provisions when significant personal data processing is involved

7. Regulatory Compliance: Required for regulated businesses or when regulatory approvals are needed

8. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

Suggested Schedules

1. Schedule 1 - Details of the Company: Corporate information, share capital, and shareholding structure

2. Schedule 2 - Warranties: Detailed warranties categorized by subject matter

3. Schedule 3 - Limitation on Liability: Detailed provisions regarding warranty claim limitations

4. Schedule 4 - Properties: Details of company's real estate holdings

5. Schedule 5 - Intellectual Property: List of IP rights owned or licensed by the company

6. Schedule 6 - Material Contracts: Summary of key commercial contracts

7. Schedule 7 - Employees: Details of key employees and their terms of employment

8. Schedule 8 - Completion Obligations: Detailed list of documents and actions required at completion

9. Schedule 9 - Tax Covenant: Detailed tax indemnity provisions and related definitions

10. Appendix 1 - Form of Share Transfer Form: Template share transfer form to be used at completion

11. Appendix 2 - Board Resolutions: Pro forma board resolutions required for completion

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses


































Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Transportation

Media and Entertainment

Telecommunications

Construction

Agriculture

Mining

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Secretariat

Treasury

Executive Leadership

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Head of Mergers & Acquisitions

Finance Director

Managing Director

Business Development Director

Investment Manager

Corporate Development Manager

Transaction Manager

Due Diligence Manager

Risk Manager

Tax Director

Board Member

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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