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Share Acquisition Agreement
"I need a Share Acquisition Agreement for the purchase of a private technology company in Ireland, with completion scheduled for March 2025, including specific provisions for intellectual property protection and an earn-out mechanism based on the next two years' performance."
1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction, including brief description of the target company 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 the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the shares, target company, and business
10. Limitations on Liability: Limitations on warranty claims and other liability caps
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding transaction confidentiality and announcements
13. Further Assurance: Obligations to take additional actions necessary to effect the transaction
14. Notices: Process for serving notices under the agreement
15. General: Standard boilerplate provisions
16. Governing Law and Jurisdiction: Choice of Irish law and jurisdiction provisions
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Non-Compete Covenants: Include when sellers are required to provide non-competition undertakings
3. Transitional Services: Include when seller will provide services to target company post-completion
4. Employee Matters: Include when specific employee arrangements or protections are required
5. Intellectual Property Rights: Include when IP transfer or protection is a key transaction element
6. Property Matters: Include when real estate is a significant aspect of the target business
7. Bank Consent: Include when target company has significant banking relationships requiring consent
8. Regulatory Compliance: Include when target operates in regulated sector requiring specific compliance provisions
9. Environmental Matters: Include when target has significant environmental exposures or obligations
1. Details of the Target Company: Corporate information including share capital structure
2. Conditions Precedent: Detailed list of all conditions to be satisfied pre-completion
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Disclosure Letter: Seller's disclosures against the warranties
6. Properties: Details of all real estate owned or leased by target company
7. Intellectual Property: Schedule of all IP owned or licensed by target company
8. Material Contracts: List and details of key commercial contracts
9. Employees: Details of employees including key terms of employment
10. Tax Covenant: Detailed tax indemnity provisions and mechanics
11. Accounts: Recent financial statements of target company
12. Data Room Index: Index of documents disclosed during due diligence
Authors
Accounts Date
Business
Business Day
Completion
Completion Date
Conditions
Consideration
Data Protection Laws
Data Room
Disclosure Letter
Encumbrance
GDPR
Group
Intellectual Property Rights
Irish GAAP
Key Employees
Longstop Date
Loss
Material Adverse Change
Material Contracts
Parties
Properties
Purchase Price
Relevant Claim
Sale Shares
Seller's Group
Seller's Solicitors
Seller's Warranties
Subsidiary
Target Company
Tax
Tax Authority
Tax Covenant
Tax Warranties
Transaction Documents
Warranties
Working Capital
Working Capital Adjustment
Competition Act
Companies Act
Confidential Information
Connected Persons
Constitutional Documents
Employees
Environmental Laws
Financial Statements
Governmental Authority
Indebtedness
Insurance Policies
Intellectual Property
Management Accounts
Pension Scheme
Permitted Encumbrances
Records
Related Party
Share Capital
Signing Date
Tax Returns
Third Party Rights
Title and Capacity Warranties
Transfer
Working Capital Target
Share Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion Mechanics
Post-Completion Obligations
Warranties
Tax Covenants
Indemnities
Limitations on Liability
Confidentiality
Non-Competition
Employee Matters
Property Matters
Intellectual Property
Data Protection
Environmental Compliance
Regulatory Compliance
Insurance
Force Majeure
Assignment
Announcements
Further Assurance
Costs
Notices
Severability
Entire Agreement
Amendments
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
Waiver
Counterparts
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Professional Services
Energy
Media and Entertainment
Telecommunications
Construction
Agriculture
Transportation and Logistics
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Strategy
Business Development
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Banker
Due Diligence Manager
Tax Director
Company Secretary
Finance Director
Legal Counsel
Corporate Development Manager
Business Development Director
Risk Manager
Compliance Officer
Transaction Manager
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