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Conditional Share Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

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.

Document background
A Conditional Share Purchase Agreement is a fundamental document in corporate acquisitions under Irish law, used when parties wish to agree to the sale and purchase of shares subject to certain conditions being fulfilled before completion occurs. These conditions typically include regulatory approvals, third-party consents, or specific business performance targets. The agreement comprehensively details the transaction structure, including purchase price mechanisms, warranties about the business, indemnities, and both pre- and post-completion obligations. It's particularly crucial in regulated industries or complex transactions where various approvals or conditions must be satisfied before the share transfer can complete. The document must comply with Irish company law requirements and often incorporates specific provisions required by Irish market practice.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions















































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Relevant Industries

Technology

Manufacturing

Financial Services

Professional Services

Healthcare

Real Estate

Retail

Energy

Telecommunications

Media and Entertainment

Construction

Agriculture

Transportation and Logistics

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Business Development

Executive Leadership

Company Secretariat

Tax

Treasury

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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