A Share Acquisition Agreement is the primary transaction document used when one party wishes to acquire ownership of a company through the purchase of its shares from existing shareholders. This agreement, governed by Irish law, is essential for both private and public company acquisitions, though its specific terms may vary depending on the transaction size, complexity, and nature of the target business. The document comprehensively addresses all aspects of the share purchase transaction, including detailed provisions on purchase price mechanisms, conditions precedent, warranties about the target company's business, tax indemnities, and completion mechanics. It must comply with Irish Companies Act 2014 requirements, relevant EU regulations, and potentially Competition Act provisions if the transaction meets certain thresholds. The agreement is typically preceded by extensive due diligence and may be accompanied by ancillary documents such as disclosure letters, tax deeds, and transitional services agreements.
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1. Parties: Identification of the seller(s), buyer(s) and the target company
2. Background: Context of the transaction, including brief 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 shares being sold and purchase price
5. Consideration: Details of the purchase price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Warranties: Seller's warranties regarding the shares, target company, and business
10. Limitations on Liability: Limitations on warranty claims and other liability caps
11. Tax Covenant: Specific indemnities relating to tax matters
12. Confidentiality: Obligations regarding transaction confidentiality and announcements
13. Further Assurance: Obligations to take additional actions necessary to effect the transaction
14. Notices: Process for serving notices under the agreement
15. General: Standard boilerplate provisions
16. Governing Law and Jurisdiction: Choice of Irish law and jurisdiction provisions
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Non-Compete Covenants: Include when sellers are required to provide non-competition undertakings
3. Transitional Services: Include when seller will provide services to target company post-completion
4. Employee Matters: Include when specific employee arrangements or protections are required
5. Intellectual Property Rights: Include when IP transfer or protection is a key transaction element
6. Property Matters: Include when real estate is a significant aspect of the target business
7. Bank Consent: Include when target company has significant banking relationships requiring consent
8. Regulatory Compliance: Include when target operates in regulated sector requiring specific compliance provisions
9. Environmental Matters: Include when target has significant environmental exposures or obligations
1. Details of the Target Company: Corporate information including share capital structure
2. Conditions Precedent: Detailed list of all conditions to be satisfied pre-completion
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Warranties: Full set of warranties given by the seller
5. Disclosure Letter: Seller's disclosures against the warranties
6. Properties: Details of all real estate owned or leased by target company
7. Intellectual Property: Schedule of all IP owned or licensed by target company
8. Material Contracts: List and details of key commercial contracts
9. Employees: Details of employees including key terms of employment
10. Tax Covenant: Detailed tax indemnity provisions and mechanics
11. Accounts: Recent financial statements of target company
12. Data Room Index: Index of documents disclosed during due diligence
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