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Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for issuing 10,000 Class B shares to our new CTO, with a 4-year vesting period starting March 1, 2025, and including bad leaver provisions and a 2-year transfer restriction period."

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Document background
The Restricted Share Purchase Agreement is a crucial document in Irish corporate practice, commonly used when companies wish to issue shares while maintaining control over their ownership and transfer. This agreement type is particularly relevant for private companies implementing employee share ownership schemes, startups managing their cap table, or companies seeking to maintain specific ownership structures. The document must comply with Irish Companies Act 2014 and relevant tax legislation, particularly the Taxes Consolidation Act 1997. It typically includes detailed provisions on share transfer restrictions, vesting schedules, shareholder rights, and obligations of both the company and the purchaser. The agreement is designed to protect the company's interests while providing clear terms for share ownership and eventual transfer rights.
Suggested Sections

1. Parties: Identification of the company issuing shares and the purchaser

2. Background: Context of the agreement, including company structure and purpose of share issuance

3. Definitions: Key terms used throughout the agreement

4. Share Purchase: Details of shares being purchased, purchase price, and payment terms

5. Transfer Restrictions: Restrictions on transfer of shares, including lock-up period and permitted transfers

6. Company's Rights and Obligations: Company's obligations regarding share issuance and maintenance of registers

7. Purchaser's Representations and Warranties: Purchaser's confirmations regarding eligibility and understanding of restrictions

8. Vesting Provisions: Schedule and conditions for vesting of shares

9. Taxation: Tax obligations and responsibilities of both parties

10. Termination: Circumstances under which the agreement can be terminated and consequences

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders

2. Drag-Along Rights: Include when majority shareholders need power to force minority shareholders to join in a sale

3. Pre-emption Rights: Include when existing shareholders should have first right to purchase shares being sold

4. Bad Leaver Provisions: Include when shares are part of employee compensation to address termination scenarios

5. Share Valuation Mechanism: Include when there's a need for specific methodology to value shares for future transfers

6. Board Approval Process: Include when transfers require specific board approval procedures

7. Electronic Communications: Include when parties agree to use electronic means for notices and communications

Suggested Schedules

1. Share Details: Detailed description of shares including class, rights, and nominal value

2. Deed of Adherence: Form for new shareholders to agree to company's articles and shareholders' agreement

3. Vesting Schedule: Detailed timeline and conditions for share vesting

4. Transfer Notice: Form for notifying intention to transfer shares

5. Permitted Transferees: List of categories of persons to whom shares can be transferred without restrictions

6. Tax Election Forms: Required tax forms and elections

7. Company Constitution Excerpts: Relevant sections of the company's constitution affecting share transfers

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Bad Leaver
Board
Business Day
Companies Act
Company
Completion
Completion Date
Confidential Information
Constitution
Control
Deed of Adherence
Directors
Encumbrance
Fair Market Value
Good Leaver
Group
Holder
Irish GAAP
Lock-up Period
Market Price
Notice
Ordinary Shares
Permitted Transfer
Permitted Transferee
Purchase Price
Purchaser
Relevant Securities
Restricted Period
Restricted Shares
Share Certificate
Shareholders' Agreement
Shares
Subsidiary
Tag-along Right
Tax
Transfer
Transfer Notice
Vesting Date
Vesting Period
Vesting Schedule
Working Hours
Relevant Industries

Technology

Financial Services

Professional Services

Healthcare

Biotechnology

Manufacturing

Software Development

Consulting

Real Estate

Telecommunications

Energy

Private Equity

Venture Capital

Relevant Teams

Legal

Human Resources

Finance

Corporate Secretariat

Compliance

Executive Leadership

Board of Directors

Tax

Compensation & Benefits

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

HR Director

Finance Director

Legal Counsel

Compliance Officer

Company Director

Board Member

HR Manager

Compensation Manager

Investment Manager

Corporate Lawyer

Tax Advisor

Equity Compensation Specialist

Industries
Companies Act 2014: Primary legislation governing company operations in Ireland, including share capital, transfer of shares, and shareholder rights
Taxes Consolidation Act 1997: Regulates taxation of share-based remuneration, including treatment of restricted shares and potential tax advantages
Employment Equality Acts 1998-2015: Ensures fair treatment in employment-related matters, including share-based compensation
General Data Protection Regulation (GDPR): EU regulation governing personal data processing, relevant for handling shareholder information
Irish Stock Exchange Rules: If company is listed, these rules govern share dealings and restrictions on transfer
Central Bank of Ireland Regulations: Relevant if the share purchase involves financial services companies or regulated entities
Competition Act 2002: May be relevant if share purchase could trigger merger control thresholds or competition concerns
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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