The Company Investment Agreement is a crucial document used in Austrian corporate transactions when an investor acquires shares or makes a capital investment in a company. This agreement, governed by Austrian law, is essential for both early-stage investments and larger corporate transactions, providing a legally binding framework that protects all parties' interests. It typically includes detailed provisions about investment terms, shareholder rights, governance structures, and exit mechanisms, while ensuring compliance with Austrian corporate law requirements, particularly the GmbHG for limited liability companies or AktG for stock corporations. The document is particularly important in scenarios involving venture capital, private equity investments, or strategic corporate investments, where it serves to document the investment terms and establish the ongoing relationship between the company, its existing shareholders, and the new investor(s).
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1. Parties: Identification of the investor(s), company, and existing shareholders
2. Background: Context of the investment and current company status
3. Definitions: Defined terms used throughout the agreement
4. Investment Terms: Details of the investment amount, share class, and valuation
5. Completion Mechanics: Process and conditions for completing the investment
6. Warranties and Representations: Company and founder warranties, including disclosure letter reference
7. Investor Rights: Information, inspection, and board representation rights
8. Transfer Restrictions: Limitations on share transfers and change of control
9. Pre-emption Rights: Rights of first refusal on new share issuances
10. Tag-Along and Drag-Along Rights: Co-sale rights and majority sale provisions
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Costs and Taxes: Allocation of transaction costs and tax responsibilities
13. Notices: Communication procedures between parties
14. General Provisions: Boilerplate clauses including governing law and jurisdiction
1. Anti-Dilution Protection: Price protection mechanisms for future down rounds, optional for early-stage investments
2. Liquidation Preference: Preferential returns in exit scenarios, typically for larger investments
3. Founder Vesting: Share vesting provisions for founders, relevant for early-stage startups
4. Non-Compete and Non-Solicitation: Competitive restrictions on founders and key employees
5. Strategic Collaboration: Terms for business cooperation, relevant for strategic investors
6. Environmental, Social and Governance (ESG): ESG compliance requirements, increasingly common for institutional investors
7. Foreign Investment Provisions: Additional provisions required for non-EU investors
8. Intellectual Property Assignment: IP transfer provisions if required for pre-investment restructuring
1. Cap Table: Pre and post-investment shareholding structure
2. Disclosure Letter: Exceptions and qualifications to the warranties
3. Company Information: Key corporate and business information about the company
4. Business Plan: Company's business plan and financial projections
5. Articles of Association: New or amended articles reflecting investment terms
6. Board Resolutions: Required corporate approvals for the investment
7. Management Accounts: Recent financial statements and management accounts
8. Key Contracts: Summary of material contracts and commitments
9. Intellectual Property Register: List of company's IP rights and registrations
10. Completion Checklist: List of actions and documents required for completion
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