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Conditional Share Purchase Agreement
I need a Conditional Share Purchase Agreement governed by Irish law for the acquisition of a technology startup, where completion is conditional upon key employee retention and IP due diligence, with completion expected by March 2025.
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 target company and purpose of the agreement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, company, and business
9. Limitations on Liability: Limitations on warranty claims and general liability caps
10. Price Adjustments: Mechanisms for adjusting the purchase price based on completion accounts or other metrics
11. Confidentiality: Obligations regarding confidential information
12. Announcements: Requirements for public announcements about the transaction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Employee Matters: Used when there are specific employment-related provisions or obligations
2. Tax Covenant: Detailed tax indemnities and provisions, used in transactions where tax risks are significant
3. Non-competition: Restrictions on seller's future business activities, used when protecting goodwill is important
4. Intellectual Property: Specific provisions regarding IP rights, used when IP is a significant asset
5. Property: Specific provisions regarding real estate, used when property assets are material
6. Data Protection: Specific provisions regarding personal data transfer, used when significant personal data is involved
7. Break Fee: Provisions for payment if the deal fails, used in higher-risk transactions
8. Earn-out: Provisions for additional future payments based on performance, used in growth-focused deals
1. Details of the Company: Corporate information including shareholding structure and subsidiaries
2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Completion Requirements: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Properties: Details of all real estate owned or leased by the company
6. Intellectual Property: List of all IP rights owned or licensed by the company
7. Material Contracts: List and details of key commercial contracts
8. Employees: Details of key employees and employment terms
9. Tax Covenant: Detailed tax indemnity provisions and exceptions
10. Form of Resignation Letters: Template resignation letters for outgoing directors
11. Completion Accounts: Format and principles for preparation of completion accounts
Authors
Technology
Manufacturing
Financial Services
Professional Services
Healthcare
Real Estate
Retail
Energy
Telecommunications
Media and Entertainment
Construction
Agriculture
Transportation and Logistics
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Business Development
Executive Leadership
Company Secretariat
Tax
Treasury
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Legal Director
Head of Mergers & Acquisitions
Investment Director
Corporate Development Manager
Finance Director
Company Secretary
Legal Counsel
Transaction Manager
Due Diligence Manager
Business Development Director
Risk Manager
Compliance Officer
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