The Equity Interest Purchase Agreement is a fundamental transaction document used in Irish mergers and acquisitions to effectuate the sale and purchase of shares or other equity interests in a company. This agreement is essential when acquiring partial or full ownership of an Irish company, whether in a private or public context. It must comply with Irish corporate law requirements, particularly the Companies Act 2014, and address specific local considerations such as stamp duty, competition law clearance, and tax implications. The document typically includes detailed provisions on purchase price mechanics, extensive warranties and indemnities, conditions precedent, and completion mechanics. It's particularly important to note that under Irish law, certain provisions like tax warranties and competition law compliance require specific attention and drafting approaches unique to the jurisdiction.
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1. Parties: Identification of buyer and seller(s) with full legal details
2. Background: Context of the transaction and brief description of the target company
3. Definitions and Interpretation: Comprehensive list of defined terms and interpretation rules
4. Sale and Purchase: Core transaction terms including equity interests being sold and purchase price
5. Consideration: Details of payment terms, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before closing
7. Pre-Closing Obligations: Parties' obligations between signing and closing
8. Completion: Closing mechanics, deliverables, and timing
9. Warranties: Seller's representations and warranties about the business
10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding transaction and business information
13. Announcements: Rules for public statements about the transaction
14. Further Assurance: Obligations to take additional steps to give effect to the agreement
15. Assignment: Restrictions on transfer of rights under the agreement
16. Notices: Process for formal communications between parties
17. General Provisions: Boilerplate clauses including severability, entire agreement, etc.
18. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Non-Compete and Non-Solicit: Required when sellers need to be restricted from competing
3. Employee Matters: Needed when specific employee arrangements are part of the transaction
4. Intellectual Property: Detailed IP provisions when IP is a key asset
5. Real Estate: Specific provisions when property assets are material
6. Escrow Arrangements: When part of consideration is held in escrow
7. Regulatory Compliance: Specific provisions for regulated industries
8. Data Protection: Detailed GDPR provisions if significant personal data is involved
9. Environmental Matters: For businesses with environmental risks or obligations
1. Details of the Company: Corporate information, share capital, and shareholders
2. Warranties: Detailed warranties about the business and assets
3. Properties: Details of owned and leased real estate
4. Intellectual Property: List of IP rights and registrations
5. Material Contracts: Summary of key business agreements
6. Employee Information: Details of employees and benefits
7. Completion Obligations: Detailed list of closing deliverables
8. Tax Affairs: Details of tax positions and ongoing matters
9. Accounts: Recent financial statements and management accounts
10. Disclosed Documents: List of disclosure bundle contents
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An Irish law-governed agreement for the sale and purchase of shares in a company, detailing terms, warranties, and completion mechanics.
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Equity Interest Purchase Agreement
An Irish law-governed agreement for the purchase and sale of equity interests in a company, detailing all transaction terms and regulatory requirements.
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