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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."
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
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
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
Accounts Date
Affiliate
Agreement
Austrian GAAP
Business
Business Day
Closing
Closing Date
Company
Completion
Completion Date
Confidential Information
Consideration
Control
Data Room
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Enterprise Value
Environmental Laws
Financial Statements
Firmenbuch
Governmental Authority
Group
Intellectual Property Rights
Key Employees
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Net Working Capital
Notarized
Owned Properties
Parties
Permits
Permitted Encumbrances
Purchase Price
Purchase Price Adjustment
Related Persons
Relevant Period
Representatives
Sale Shares
Seller's Knowledge
Signing Date
Subsidiaries
Target Group
Tax
Tax Authority
Tax Returns
Transaction
Transaction Documents
Transfer
UGB
Warranties
Working Capital
Share Purchase
Purchase Price
Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Obligations
Post-Completion Obligations
Warranties
Fundamental Warranties
Business Warranties
Tax Warranties
Warranty Limitations
Indemnification
Environmental Matters
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Regulatory Compliance
Data Protection
Competition Law
Confidentiality
Non-Compete
Non-Solicitation
Public Announcements
Tax Covenants
Further Assurance
Assignment
Costs
Notices
Amendments
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Third Party Rights
Manufacturing
Technology
Financial Services
Real Estate
Healthcare
Retail
Energy
Transportation
Professional Services
Consumer Goods
Industrial
Media and Entertainment
Telecommunications
Agriculture
Construction
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk and Compliance
Business Development
Corporate Strategy
Integration
Due Diligence
Treasury
Tax
Human Resources
Corporate Governance
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
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