The Buy Out Agreement is a crucial document used in Irish corporate transactions where one party seeks to acquire shares from existing shareholder(s). It's commonly employed in scenarios such as management buyouts, retirement of founding members, corporate restructuring, or strategic acquisitions. The agreement must comply with Irish company law, particularly the Companies Act 2014, and includes essential elements such as share valuation, payment terms, warranties, and post-completion obligations. This document is particularly important in private company contexts where share transfers need careful regulation and documentation. The agreement typically contains comprehensive provisions protecting both buyers' and sellers' interests, including conditions precedent, completion mechanics, confidentiality obligations, and potentially non-compete provisions. It's designed to ensure a legally compliant and smooth transfer of ownership while addressing potential risks and liabilities.
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1. Parties: Identification of all parties to the agreement including the company, buyer(s), and selling shareholder(s)
2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Consideration: Details of payment terms, including timing, method, and any adjustments
6. Conditions Precedent: Any conditions that must be met before completion can occur
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Seller Warranties: Standard warranties regarding share ownership, capacity to sell, and company conditions
9. Buyer Warranties: Basic warranties regarding capacity to purchase and authority to enter agreement
10. Confidentiality: Obligations regarding transaction confidentiality and company information
11. Announcements: Protocol for any public or private announcements about the transaction
12. General Provisions: Standard boilerplate clauses including notices, entire agreement, and governing law
1. Employment Termination: Required when selling shareholder is also an employee/director, covering resignation and settlement terms
2. Non-Compete Provisions: Restrictions on seller's future business activities, if required
3. Earn-out Provisions: When part of purchase price is contingent on future performance
4. Tax Covenant: Detailed tax indemnities and provisions, particularly important for larger transactions
5. Regulatory Compliance: Specific provisions for regulated industries or when regulatory approvals are needed
6. Multiple Seller Provisions: Additional provisions for coordinating multiple sellers' obligations and rights
7. Security for Deferred Payments: When purchase price is paid in installments
8. Intellectual Property Rights: Specific provisions for companies where IP is a significant asset
1. Share Details: Details of shares being transferred including class, numbers, and share certificates
2. Company Information: Key company details including corporate information and financial statements
3. Warranties: Detailed warranties and indemnities
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Board Minutes: Pro-forma board minutes approving the transfer
6. Resignation Letters: Pro-forma resignation letters if seller is director/officer
7. Existing Encumbrances: Details of any existing charges or encumbrances on the shares
8. Required Consents: List of third-party consents required for the transaction
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Retail
Healthcare
Financial Services
Real Estate
Construction
Media and Entertainment
Hospitality
Agriculture
Energy
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Company Secretariat
Treasury
Tax
Corporate Governance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Lawyer
Legal Counsel
Finance Director
Managing Director
Board Director
Commercial Director
Business Development Director
Mergers & Acquisitions Manager
Corporate Development Manager
Investment Manager
Financial Controller
Risk Manager
Compliance Officer
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