The Common Stock Purchase Agreement is a crucial document used in Austrian corporate transactions when transferring ownership of shares in an Austrian company. It is essential for both private and public company transactions, providing a legally binding framework that complies with Austrian corporate law and EU regulations. This agreement is typically used in scenarios ranging from strategic investments to complete acquisitions, documenting the terms of share transfers, purchase price mechanisms, warranties, and various closing conditions. It must be structured to meet specific Austrian legal requirements, including notarization requirements where applicable, and often involves coordination with regulatory authorities. The document serves as the primary transaction document in share deals, protecting both buyers' and sellers' interests while ensuring proper transfer of ownership rights under Austrian law.
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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 company and its share capital structure
3. Definitions: Key terms used throughout the agreement, including Austrian legal terminology where relevant
4. Sale and Purchase of Shares: Core transaction terms, including number of shares, class of shares, and purchase price
5. Purchase Price and Payment: Detailed terms of consideration, payment method, and timing
6. Closing: Conditions precedent, closing mechanics, and timing requirements under Austrian law
7. Seller's Representations and Warranties: Standard and Austria-specific warranties regarding share ownership, authority, and company status
8. Purchaser's Representations and Warranties: Confirmations regarding authority, financing, and regulatory compliance
9. Covenants: Pre-closing and post-closing obligations of the parties
10. Indemnification: Rights and obligations regarding compensation for breaches or losses
11. Termination: Circumstances allowing contract termination and consequences
12. Governing Law and Jurisdiction: Explicit reference to Austrian law and jurisdiction
13. Miscellaneous: Standard provisions including notices, amendments, and severability
1. Tag-Along Rights: Include when minority shareholders need protection in case of future share sales
2. Drag-Along Rights: Include when majority shareholders want the right to force minority shareholders to join in a sale
3. Non-Competition and Non-Solicitation: Include when seller is a strategic player or has operational involvement
4. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
5. Management Provisions: Include when transaction involves changes in management or board composition
6. Registration Rights: Include for potential future public offerings
7. Bank Financing Provisions: Include when purchase is partially financed through third-party lenders
8. Tax Matters: Include detailed tax provisions when transaction has significant tax implications
1. Schedule 1 - Share Details: Detailed description of shares being purchased, including share certificates numbers and shareholder register details
2. Schedule 2 - Company Information: Key company details including registration number, registered office, and capital structure
3. Schedule 3 - Warranties: Detailed warranties and disclosures against warranties
4. Schedule 4 - Closing Deliverables: List of documents and actions required for closing
5. Schedule 5 - Corporate Authorization: Corporate resolutions and authorizations required under Austrian law
6. Schedule 6 - Encumbrances: List of any existing liens, pledges, or other encumbrances on the shares
7. Appendix A - Form of Share Transfer Documentation: Template for share transfer forms required under Austrian law
8. Appendix B - Closing Minutes: Template for recording the closing process and confirmations
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