Business Share Sale Agreement Template for Ireland

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Key Requirements PROMPT example:

Business Share Sale Agreement

"I need a Business Share Sale Agreement under Irish law for the sale of 100% shares in a technology company, with an earn-out mechanism based on 2025 performance targets and specific provisions for protecting intellectual property rights."

Document background
The Business Share Sale Agreement is a crucial document used in corporate transactions under Irish law when transferring ownership of a company through the sale of its shares. It is typically employed in private company acquisitions, corporate restructurings, or when shareholders wish to exit their investment. The agreement covers essential aspects such as purchase price determination, payment terms, warranties about the company's condition, tax indemnities, and various protective provisions for both parties. It must comply with Irish legal requirements, including the Companies Act 2014, tax regulations, and competition law where applicable. The document serves as the primary record of the transaction terms and the parties' obligations, often accompanied by detailed schedules and supplementary documents to address specific aspects of the deal.
Suggested Sections

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 target company and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and completion mechanics

5. Consideration: Detailed terms of payment, including payment method, timing, and any adjustments

6. Conditions Precedent: Conditions that must be satisfied before completion of the sale

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

8. Completion: Specific requirements for completion, including timing, location, and deliverables

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

10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds

11. Tax Covenant: Specific indemnities relating to tax liabilities

12. Confidentiality: Obligations regarding confidential information and announcements

13. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

Optional Sections

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

2. Non-Competition Covenants: Required when restricting seller's future competitive activities

3. Employee Provisions: Needed when specific arrangements for key employees are part of the transaction

4. Intellectual Property Rights: Important when IP is a significant asset of the target company

5. Property Provisions: Required when the target company owns or leases significant real estate

6. Environmental Provisions: Necessary for businesses with environmental compliance obligations

7. Data Protection: Required when significant personal data processing is involved

8. Transitional Services: Used when seller will provide services post-completion

Suggested Schedules

1. Schedule 1 - Details of the Company: Corporate information including shareholding structure and subsidiaries

2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller

4. Schedule 4 - Tax Covenant: Detailed tax indemnity provisions and related definitions

5. Schedule 5 - Properties: Details of all owned and leased properties

6. Schedule 6 - Intellectual Property: List of all IP rights owned or used by the company

7. Schedule 7 - Material Contracts: List of important commercial contracts

8. Schedule 8 - Employees: Details of key employees and their terms of employment

9. Schedule 9 - Completion Deliverables: List of all documents and items to be delivered at completion

10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts

11. Appendix 2 - Bank Account Details: Payment instructions and account details for completion payment

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 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

Retail

Professional Services

Financial Services

Healthcare

Real Estate

Energy

Transportation

Construction

Hospitality

Media and Entertainment

Agriculture

Education

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Risk Management

Corporate Governance

Business Development

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Financial Director

Managing Director

Business Development Director

Corporate Development Manager

Investment Manager

Mergers & Acquisitions Director

Tax Director

Finance Manager

Legal Manager

Commercial Director

Risk Manager

Compliance Officer

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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