Equity Buyout Agreement Template for Ireland

The Equity Buyout Agreement is a crucial document used in Irish corporate transactions where one party seeks to acquire the equity shares of a target company. This agreement is essential for both private equity transactions and corporate acquisitions in Ireland, requiring careful consideration of Irish company law, tax legislation, and regulatory requirements. The document typically includes detailed provisions covering share transfer mechanics, purchase price calculations, warranties and indemnities, conditions precedent, and completion procedures. It's particularly important in ensuring compliance with the Companies Act 2014 and relevant Irish financial regulations, while also addressing specific industry requirements where applicable. The agreement serves as the cornerstone document in equity transactions, providing a comprehensive framework for the transfer of ownership while protecting the interests of all parties involved.

1. Parties: Identification of the seller(s), buyer(s), and the target company

2. Background: Context of the transaction, including current ownership structure and purpose of the agreement

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

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

5. Consideration: Details of payment structure, including any deferred consideration or earn-out provisions

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of closing the transaction, including timing and deliverables

9. Warranties: Seller's representations about the business, shares, and target company

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

11. Tax Covenant: Specific indemnities relating to tax matters

12. Confidentiality: Obligations regarding transaction and business information

13. Announcements: Protocol for public statements about the transaction

14. Further Assurance: Obligation to take additional steps to give effect to the agreement

15. Assignment: Restrictions on transfer of rights under the agreement

16. Notices: Communication procedures between parties

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