Shareholder Buyout Agreement Template for Ireland

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Compete Obligations: Required when selling shareholders need to be restricted from competing post-completion

3. Continuing Employment: Needed when selling shareholder is also an employee/director who will remain with the company

4. Dividend Rights: Required when addressing pre-completion dividend entitlements

5. Bank Consent: Necessary when company has existing banking facilities requiring consent for ownership changes

6. Tag-Along/Drag-Along Rights: Required when other shareholders retain rights affecting the transaction

7. Share Valuation Mechanism: Used when purchase price needs to be determined through a specific valuation process

8. Dispute Resolution: Alternative dispute resolution mechanisms if preferred over court proceedings

1. Details of the Shares: Detailed description of shares being transferred including share certificates numbers and share class rights

2. Company Information: Key company details including corporate information, subsidiaries, and material contracts

3. Completion Requirements: Checklist of documents and actions required for completion

4. Warranties: Detailed warranties given by the seller regarding the company and shares

5. Form of Share Transfer Form: Pro-forma share transfer documentation required under Irish law

6. Board Resolution: Pro-forma board resolutions approving the share transfer

7. Deed of Resignation: Pro-forma resignation letters for any selling shareholders leaving board positions

8. Tax Covenant: Detailed tax indemnity provisions and procedures