The Business Share Sale Agreement is a crucial document used in corporate transactions under Irish law when transferring ownership of a company through the sale of its shares. It is typically employed in private company acquisitions, corporate restructurings, or when shareholders wish to exit their investment. The agreement covers essential aspects such as purchase price determination, payment terms, warranties about the company's condition, tax indemnities, and various protective provisions for both parties. It must comply with Irish legal requirements, including the Companies Act 2014, tax regulations, and competition law where applicable. The document serves as the primary record of the transaction terms and the parties' obligations, often accompanied by detailed schedules and supplementary documents to address specific aspects of the deal.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registered addresses
2. Background: Context of the transaction, including brief description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and completion mechanics
5. Consideration: Detailed terms of payment, including payment method, timing, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion of the sale
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Specific requirements for completion, including timing, location, and deliverables
9. Warranties: Seller's warranties regarding the shares, company, and business
10. Limitations on Claims: Limitations on warranty claims including time limits and financial thresholds
11. Tax Covenant: Specific indemnities relating to tax liabilities
12. Confidentiality: Obligations regarding confidential information and announcements
13. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition Covenants: Required when restricting seller's future competitive activities
3. Employee Provisions: Needed when specific arrangements for key employees are part of the transaction
4. Intellectual Property Rights: Important when IP is a significant asset of the target company
5. Property Provisions: Required when the target company owns or leases significant real estate
6. Environmental Provisions: Necessary for businesses with environmental compliance obligations
7. Data Protection: Required when significant personal data processing is involved
8. Transitional Services: Used when seller will provide services post-completion
1. Schedule 1 - Details of the Company: Corporate information including shareholding structure and subsidiaries
2. Schedule 2 - Conditions Precedent: Detailed list of all conditions to be satisfied before completion
3. Schedule 3 - Warranties: Comprehensive list of warranties given by the seller
4. Schedule 4 - Tax Covenant: Detailed tax indemnity provisions and related definitions
5. Schedule 5 - Properties: Details of all owned and leased properties
6. Schedule 6 - Intellectual Property: List of all IP rights owned or used by the company
7. Schedule 7 - Material Contracts: List of important commercial contracts
8. Schedule 8 - Employees: Details of key employees and their terms of employment
9. Schedule 9 - Completion Deliverables: List of all documents and items to be delivered at completion
10. Appendix 1 - Completion Accounts: Format and principles for preparation of completion accounts
11. Appendix 2 - Bank Account Details: Payment instructions and account details for completion payment
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