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1. Parties: Identification of all parties to the agreement, including the company and all shareholders/owners
2. Background: Context of the agreement, including company details and purpose of the buy-sell arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)
5. Purchase Obligation: Mandatory requirements to purchase shares when triggering events occur
6. Valuation Method: Agreed method for determining the purchase price of shares
7. Payment Terms: Terms and conditions for payment, including timing and installment provisions
8. Transfer Procedures: Detailed procedures for executing the transfer of shares
9. Funding: Sources of funding for purchases, including insurance policies if applicable
10. Representations and Warranties: Standard declarations about ownership, authority to sell, and business condition
11. Confidentiality: Provisions regarding confidential information and trade secrets
12. Governing Law: Specification of Irish law as governing law and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders need the right to force minority shareholders to join in a sale
3. Right of First Refusal: Include when existing shareholders should have priority rights to purchase shares before external sales
4. Disability Provisions: Include detailed provisions for handling ownership transfer in case of permanent disability
5. Family Transfer Exceptions: Include when allowing special provisions for transfers to family members
6. Retirement Planning: Include specific provisions for handling ownership transfer upon retirement
7. Cross-Purchase vs. Redemption: Include when offering flexibility in whether the company or other shareholders purchase the shares
8. Dispute Resolution: Include detailed arbitration or mediation procedures if desired as alternative to court proceedings
1. Schedule 1 - Current Ownership Structure: Details of current shareholders and their shareholdings
2. Schedule 2 - Company Information: Detailed company information including registration details and share capital
3. Schedule 3 - Valuation Formula: Detailed methodology for business valuation
4. Schedule 4 - Insurance Policies: Details of any insurance policies funding the agreement
5. Schedule 5 - Form of Share Transfer Notice: Template for formal notice of intention to transfer shares
6. Schedule 6 - Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Appendix A - Financial Statements: Recent financial statements used as baseline for valuations
8. Appendix B - Required Approvals: List of required regulatory or third-party approvals for transfers
Professional Services
Technology
Manufacturing
Retail
Healthcare
Construction
Financial Services
Hospitality
Agriculture
Real Estate
Media and Entertainment
Transportation and Logistics
Energy
Family-Owned Businesses
Professional Practices
Legal
Finance
Corporate Governance
Tax
Risk Management
Executive Leadership
Board of Directors
Corporate Secretariat
Business Development
Compliance
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Corporate Lawyer
Business Owner
Partner
Shareholder
Company Secretary
Financial Controller
Tax Director
Risk Manager
Corporate Governance Officer
Business Development Director
Succession Planning Manager
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