The Agreement For Sale Of Shares is a crucial legal document used in corporate transactions under Austrian law when transferring ownership of company shares. It serves as the primary transaction document in share acquisitions, whether for partial or complete ownership transfers. This agreement is essential for both private and public company transactions, though additional requirements apply for listed companies under Austrian stock exchange regulations. The document comprehensively addresses all aspects of the share transfer, including purchase price determination, payment terms, warranties about the company's condition, pre-completion obligations, and completion mechanics. It must comply with Austrian corporate law requirements, particularly the Stock Corporation Act (Aktiengesetz) or Limited Liability Companies Act (GmbH-Gesetz), depending on the company type. The agreement is typically used in conjunction with due diligence findings and may require notarization under Austrian law for certain company types.
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1. Parties: Identification of the seller(s) and buyer(s) with full legal details
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and basic sale obligations
5. Purchase Price: Price, payment terms, and any price adjustment mechanisms
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business
8. Completion: Mechanics and requirements for closing the transaction
9. Warranties: Seller's warranties about the shares and the target company
10. Limitations on Liability: Limitations on warranty claims and general liability caps
11. Tax Matters: Tax-related warranties, indemnities and obligations
12. Confidentiality: Obligations regarding transaction and business confidentiality
13. Announcements: Requirements for public statements about the transaction
14. Notices: Process for formal communications between parties
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
16. Execution: Signature blocks and execution formalities
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Employee Matters: Include when specific employee arrangements or protections are needed
3. Intellectual Property: Required for technology companies or IP-heavy businesses
4. Real Estate: Include when target company has significant real estate assets
5. Environmental Matters: Necessary for companies with environmental risks or obligations
6. Competition/Antitrust: Required for larger transactions requiring regulatory approval
7. Transitional Services: Include when post-completion services are needed from seller
8. Non-Compete Provisions: Used when restricting seller's future competitive activities
9. Break Fee: Include when there's agreement on compensation if deal fails
10. Escrow Arrangements: Used when part of purchase price is held in escrow
1. Share Details: Details of shares being transferred including share certificates
2. Target Company Information: Corporate information about the target company
3. Warranties: Detailed warranties about the company and business
4. Properties: List and details of real estate owned or leased
5. Intellectual Property: Schedule of IP rights and registrations
6. Material Contracts: List and details of important business contracts
7. Employees: Employee information and employment terms
8. Financial Statements: Recent financial statements and management accounts
9. Completion Deliverables: List of documents and actions required at completion
10. Permitted Leakage: Permitted payments/transactions in locked box mechanism
11. Data Room Index: Index of due diligence materials provided
12. Regulatory Approvals: Required governmental or regulatory approvals
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