Equity Distribution Agreement Template for Ireland

The Equity Distribution Agreement is a crucial document used when companies seek to distribute their equity securities through financial intermediaries in Ireland. It is particularly relevant for both public and private companies looking to access capital markets or expand their shareholder base through regulated distribution channels. The agreement must comply with Irish corporate law, primarily the Companies Act 2014, and various financial services regulations including the Investment Intermediaries Act 1995 and European Union (Markets in Financial Instruments) Regulations 2017. This document is essential for establishing the legal framework for equity distribution activities, defining the roles and responsibilities of all parties involved, and ensuring compliance with relevant regulatory requirements in the Irish market. The agreement typically includes detailed provisions on distribution mechanics, pricing, settlement procedures, and regulatory compliance obligations specific to the Irish jurisdiction.

1. Parties: Identification of the issuer and the distributor(s), including their registered addresses and company details

2. Background: Context of the agreement, including the issuer's intention to distribute equity securities and the distributor's qualifications

3. Definitions: Defined terms used throughout the agreement, including technical and financial terms

4. Appointment and Authority: Formal appointment of distributor and scope of distribution authority

5. Distribution Rights and Obligations: Detailed terms of the distribution arrangement, including territory and exclusivity provisions

6. Regulatory Compliance: Obligations regarding compliance with Irish and EU securities laws and regulations

7. Pricing and Commission Structure: Terms relating to equity pricing and distributor's commission arrangements

8. Settlement and Payment: Procedures for settlement of trades and payment mechanisms

9. Representations and Warranties: Standard and specific warranties from both parties

10. Compliance with Anti-Money Laundering Requirements: Obligations regarding AML regulations and customer due diligence

11. Term and Termination: Duration of the agreement and termination provisions

12. Indemnification: Mutual indemnification provisions and liability limitations

13. Confidentiality: Protection of confidential information and trade secrets

14. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction for disputes