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Stock Purchase Contract
"I need a Stock Purchase Contract under Irish law for the acquisition of 60% shareholding in a technology startup, with specific provisions for an earn-out mechanism over three years and ongoing management participation by the founding shareholders."
1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses
2. Background: Context of the transaction, including description of the company whose shares are being sold
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including number of shares, price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion of the share purchase
6. Completion: Details of when, where, and how completion will take place, including completion obligations
7. Warranties: Seller's warranties regarding the shares, company, and business
8. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
9. Tax Covenant: Specific indemnities relating to tax matters
10. Confidentiality: Obligations regarding confidential information
11. Announcements: Restrictions on public announcements about the transaction
12. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
13. Assignment: Restrictions on assignment of rights under the agreement
14. Notices: Process for giving formal notices under the agreement
15. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Non-Competition Covenants: Restrictions on seller's competing activities - used when seller has been actively involved in the business
2. Earn-out Provisions: Mechanism for additional payments based on future performance - used when part of purchase price is contingent
3. Management Provisions: Arrangements for ongoing management - used when seller continues involvement post-completion
4. Interim Period Obligations: Obligations between signing and completion - used when there's a split signing/completion
5. Break Fee: Provisions for payment if deal fails - used in higher-value transactions
6. Regulatory Compliance: Specific provisions for regulatory approvals - used when transaction requires regulatory clearance
7. Employee Matters: Specific provisions regarding employees - used when employment arrangements are material to the deal
1. Details of the Company: Complete corporate information including shareholding structure
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Obligations: Detailed list of actions and documents required at completion
4. Warranties: Full set of warranties given by the seller
5. Properties: Details of all company properties and related matters
6. Intellectual Property: Schedule of all IP owned or used by the company
7. Material Contracts: List and details of important commercial contracts
8. Employee Information: Details of employees and their terms of employment
9. Tax Covenant: Detailed tax indemnity provisions
10. Disclosed Documents: List of documents disclosed against the warranties
Authors
Accounts Date
Agreed Form
Business
Business Day
Companies Act
Company
Completion
Completion Date
Conditions
Consideration
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Encumbrance
Group
Intellectual Property Rights
Irish GAAP
Long Stop Date
Loss
Management Accounts
Material Adverse Change
Material Contracts
Parties
Properties
Purchase Price
Purchaser
Regulatory Authority
Sale Shares
Seller
Seller's Solicitors
Signing Date
Subsidiaries
Tax
Tax Authority
Tax Covenant
Tax Warranties
Title Warranties
Transaction Documents
VAT
Warranties
Warranty Claim
Working Capital
Board
Business Hours
Connected Persons
Constitutional Documents
Due Diligence Reports
Employees
Environmental Laws
Financial Year
Fundamental Warranties
Governmental Authority
Indemnities
Insurance Policies
Key Employees
Liability
Material Adverse Effect
Permitted Encumbrances
Related Persons
Relevant Period
Senior Management
Share Capital
Taxation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Tax Warranties
Tax Covenant
Limitations on Claims
Indemnities
Non-Competition
Confidentiality
Announcements
Data Protection
Employee Matters
Intellectual Property
Property
Insurance
Assignment
Force Majeure
Notices
Costs
Entire Agreement
Variations
Waiver
Severability
Third Party Rights
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Energy
Transportation
Telecommunications
Media and Entertainment
Construction
Agricultural
Mining and Resources
Education
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Company Secretariat
Treasury
Tax
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Company Secretary
Finance Director
Corporate Development Director
Investment Manager
Mergers & Acquisitions Director
Legal Counsel
Transaction Manager
Due Diligence Manager
Risk Manager
Compliance Officer
Board Director
Chief Operating Officer
Business Development Director
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