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Equity Transfer Agreement
"I need an Equity Transfer Agreement under Irish law for the sale of 40% shareholding in a tech startup, with payment in installments and including non-compete provisions for the selling founder, targeted for completion by March 2025."
1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred
2. Background: Context of the transaction, including details of the company and the shares being transferred
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including the number of shares, price, and payment terms
5. Completion: Details of when and where completion will take place and what will happen at completion
6. Seller's Warranties: Standard warranties regarding share ownership, authority to sell, and company status
7. Tax Covenant: Provisions dealing with tax liabilities and indemnities
8. Confidentiality: Obligations regarding confidentiality of the transaction and company information
9. Announcements: Provisions regarding public announcements of the transaction
10. Notices: Process for serving notices under the agreement
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Conditions Precedent: Used when completion is subject to certain conditions being satisfied
2. Regulatory Compliance: Required for regulated entities or when regulatory approvals are needed
3. Post-Completion Obligations: Used when there are specific actions required after completion
4. Non-Competition and Non-Solicitation: Include when restrictions on the seller's future activities are required
5. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
6. Tag-Along/Drag-Along Rights: Include when there are multiple shareholders and specific exit rights are needed
7. Board Changes: Required when the transaction involves changes to the company's board
8. Transitional Services: Include when the seller needs to provide ongoing services post-completion
1. Details of the Company: Company information including registration details, share capital, and current shareholders
2. The Shares: Detailed description of the shares being transferred including share certificates
3. Warranties: Detailed warranties given by the seller regarding the company and shares
4. Completion Requirements: List of documents and actions required at completion
5. Limitation of Liability: Detailed provisions regarding caps and limitations on warranty claims
6. Properties: Details of any real estate owned by the company
7. Intellectual Property: Schedule of company's IP rights
8. Material Contracts: List of important contracts to which the company is party
9. Employee Information: Details of key employees and their terms of employment
Authors
Business Day
Board
Company
Completion
Completion Date
Conditions Precedent
Consideration
Constitution
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Law
Losses
Material Adverse Change
Parties
Purchase Price
Regulatory Authority
Sale Shares
Seller's Warranties
Shareholders' Agreement
Stamp Duty
Subsidiary
Tax
Tax Authority
Tax Covenant
Third Party Rights
Transaction Documents
Transfer
Warranties
Working Capital
Companies Act
Confidential Information
Directors
Effective Date
Financial Statements
Material Contracts
Permitted Encumbrances
Related Persons
Share Capital
Signing Date
Transfer Instruments
Definitions
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Tax Covenants
Limitations on Liability
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Stamp Duty
Announcements
Entire Agreement
Amendments
Severability
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Third Party Rights
Waiver
Counterparts
Regulatory Compliance
Share Transfer Mechanics
Board Composition
Shareholder Rights
Tag-Along Rights
Drag-Along Rights
Exit Provisions
Anti-Money Laundering
Data Protection
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Media and Entertainment
Construction
Agriculture
Mining and Resources
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Corporate Governance
Risk Management
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Company Secretary
Legal Director
Finance Director
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Director
Tax Director
Compliance Officer
Board Director
Managing Director
Business Development Director
Financial Controller
Risk Manager
Corporate Governance Officer
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