Company Acquisition Contract Template for Austria

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Key Requirements PROMPT example:

Company Acquisition Contract

"I need a Company Acquisition Contract under Austrian law for acquiring a mid-sized software development company, including specific provisions for intellectual property rights transfer and key employee retention, with completion planned for March 2025."

Document background
The Company Acquisition Contract is a fundamental document in Austrian corporate transactions, used when one entity acquires ownership or control of another company through share purchase or asset acquisition. This agreement is essential for documenting the complete transaction structure, protecting both parties' interests, and ensuring compliance with Austrian corporate law, including the UGB (Unternehmensgesetzbuch) and relevant EU regulations. The document typically incorporates findings from due diligence, addresses regulatory requirements, and includes detailed provisions for purchase price adjustments, warranties, and post-closing obligations. It's particularly important in the Austrian context due to specific local corporate governance requirements, employee protection regulations, and merger control provisions. The agreement serves as the primary reference point for all aspects of the transaction and future relationships between the parties.
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details

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 the object of sale (shares/assets) and basic deal structure

5. Purchase Price: Purchase price amount, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be fulfilled before completion of the transaction

7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements

8. Completion: Mechanics and requirements for closing the transaction, including deliverables and timing

9. Warranties: Seller's representations and warranties about the company and business

10. Warranty Limitations: Limitations on seller's liability for warranty breaches

11. Indemnities: Specific indemnities and compensation obligations

12. Confidentiality: Obligations regarding confidential information and announcements

13. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction provisions

14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and entire agreement

Optional Sections

1. Employee Matters: Specific provisions regarding employees and employment contracts, required when the transaction significantly impacts employment relationships

2. Real Estate: Specific provisions for real estate owned by the target company, included when real estate is a material asset

3. Intellectual Property: Detailed IP provisions, required when IP is a significant company asset

4. Environmental Matters: Environmental warranties and indemnities, included for companies with environmental risks or obligations

5. Data Protection: Specific provisions regarding personal data transfer and protection, required when significant personal data is involved

6. Competition Law Compliance: Specific provisions regarding merger control and antitrust matters, required for larger transactions

7. Earn-out Provisions: Detailed earn-out calculation and payment terms, included when part of purchase price is performance-based

8. Tax Covenant: Specific tax-related warranties and indemnities, included when tax risks are material

9. Transition Services: Provisions for post-completion services provided by seller, included when operational continuity support is needed

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and key corporate documents

2. Warranties: Detailed list of seller's warranties

3. Properties: List and details of real estate owned or leased by the company

4. Material Contracts: List and details of key commercial contracts

5. Intellectual Property Rights: List of IP rights owned or licensed by the company

6. Employees: List of employees and their key employment terms

7. Completion Deliverables: Detailed list of documents and actions required at completion

8. Data Room Index: Index of due diligence documents provided

9. Disclosed Matters: Specific disclosures against the warranties

10. Form of Resignation Letters: Template resignation letters for departing directors

11. Purchase Price Adjustment Mechanism: Detailed calculations and procedures for price adjustments

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Manufacturing

Technology

Financial Services

Real Estate

Healthcare

Retail

Energy

Transportation

Professional Services

Consumer Goods

Industrial

Media and Entertainment

Telecommunications

Agriculture

Construction

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk and Compliance

Business Development

Corporate Strategy

Integration

Due Diligence

Treasury

Tax

Human Resources

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Mergers & Acquisitions Director

Legal Director

Finance Director

Business Development Manager

Corporate Secretary

Risk Manager

Compliance Officer

Transaction Manager

Integration Manager

Due Diligence Manager

Investment Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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