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Shareholder Transfer Agreement
"I need a Shareholder Transfer Agreement under Irish law for the transfer of 30% shareholding in a technology startup from a founding member to a new investor, with completion scheduled for March 2025 and including non-compete provisions."
1. Parties: Identification of the transferor(s), transferee(s), and the company whose shares are being transferred
2. Background: Context of the transfer, including current shareholding structure and reason for transfer
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Agreement to Transfer: Core agreement to transfer the shares and specification of the shares being transferred
5. Consideration: Details of the purchase price and payment terms
6. Completion: Timing, location, and mechanics of completion, including actions required by each party
7. Representations and Warranties: Standard representations and warranties from both transferor and transferee
8. Pre-completion Obligations: Obligations of parties between signing and completion
9. Tax Matters: Provisions relating to tax implications and responsibilities
10. Confidentiality: Obligations regarding confidentiality of the transaction and company information
11. Notices: Process and requirements for serving notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Earn-out Provisions: Used when part of the consideration is contingent on future performance
2. Non-compete Obligations: Required when the transferor needs to be restricted from competing post-transfer
3. Director Resignation: Needed if the transferor is also resigning as a director
4. Drag-along Rights: Include when majority shareholders can force minorities to join in the sale
5. Tag-along Rights: Include when minority shareholders have the right to join in the sale
6. Company Consent: Required if company articles mandate company approval for transfers
7. Regulatory Approvals: Needed for regulated industries or transfers above certain thresholds
8. Employee Matters: Relevant when the transfer affects employment arrangements or share schemes
1. Details of the Shares: Detailed description of shares being transferred, including share certificates numbers
2. Completion Requirements: Checklist of documents and actions required for completion
3. Form of Stock Transfer Form: Standard form for executing the share transfer
4. Warranties: Detailed warranties given by the transferor regarding the shares and company
5. Company Information: Key company information including financial statements and material contracts
6. Encumbrances: List of any existing charges or encumbrances on the shares
7. Board Resolution: Copy of board resolution approving the transfer (if required)
8. Regulatory Filings: Forms and notices required for regulatory compliance
Authors
Articles of Association
Board
Business Day
Companies Act
Company
Completion
Completion Date
Confidential Information
Consideration
Encumbrance
Group
Irish GAAP
Long Stop Date
Material Adverse Change
Parties
Purchase Price
Sale Shares
Share Capital
Shareholder(s)
Signing Date
Stamp Duty
Stock Transfer Form
Subsidiary
Tax
Tax Authority
Transfer
Transferee
Transferor
Warranties
Working Hours
Constitution
Directors
Disclosed
Disclosure Letter
Effective Date
Governmental Authority
Indemnities
Liability
Loss
Notice
Ordinary Shares
Register of Members
Related Party
Representative
Share Certificate
Transaction Documents
Definitions
Share Transfer
Purchase Price
Payment Terms
Completion Requirements
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Regulatory Compliance
Data Protection
Anti-Money Laundering
Company Approval
Director Resignation
Share Certificate Delivery
Stamp Duty
Board Minutes
Shareholder Resolutions
Power of Attorney
Default
Remedies
Company Books Update
Financial Services
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Energy
Telecommunications
Transport and Logistics
Agriculture
Construction
Media and Entertainment
Education
Hospitality
Legal
Finance
Corporate Governance
Compliance
Tax
Company Secretariat
Board of Directors
Risk Management
Shareholder Relations
Investment
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Financial Director
Managing Director
Board Member
Compliance Officer
Tax Director
Investment Manager
Corporate Governance Officer
Shareholder Relations Manager
Business Development Director
Risk Manager
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