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Contract Of Sale Of Shares

Contract Of Sale Of Shares Template for Austria

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Key Requirements PROMPT example:

Contract Of Sale Of Shares

"I need a Contract Of Sale Of Shares under Austrian law for selling 100% of my privately held GmbH software company to a strategic buyer, with completion scheduled for March 2025 and including standard warranties and a 12-month non-compete clause."

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Document background
The Contract Of Sale Of Shares is a fundamental transaction document used in Austrian corporate acquisitions and disposals. It serves as the primary agreement documenting the terms and conditions under which company shares are transferred from seller(s) to purchaser(s). This document is essential for both private and public company transactions in Austria, though specific requirements vary depending on the company type (GmbH or AG). The agreement must comply with Austrian formal requirements, including notarization in certain cases, and typically includes detailed provisions on purchase price, warranties, indemnities, and closing mechanics. It's particularly important that the document addresses specific Austrian law considerations, such as transfer restrictions (Vinkulierung), requirements for share transfers, and local corporate governance rules.
Suggested Sections

1. Parties: Identification of seller(s) and purchaser(s) with full legal names and addresses

2. Background: Context of the transaction, description of the target company, and current shareholding structure

3. Definitions: Defined terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion of the transaction

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

7. Completion: Mechanics of closing, including timing, location, and actions required

8. Warranties: Seller's representations and warranties about the company and shares

9. Limitations of Liability: Limitations on seller's liability for warranty breaches and claims

10. Purchaser's Warranties: Basic warranties from purchaser regarding capacity and authority

11. Confidentiality: Obligations regarding transaction confidentiality and announcement restrictions

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction arrangements

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Tax Covenants: Specific tax-related warranties and indemnities, used when tax risks are significant

2. Non-Competition: Restrictions on seller's future competing activities, used when seller is an individual or strategic player

3. Employee Matters: Specific provisions regarding key employees or workforce, important for business-critical staff

4. Transitional Services: Arrangements for post-completion services by seller, needed when operational separation is complex

5. Earn-out Provisions: Structure for additional conditional payments, used when price depends on future performance

6. Tag-Along/Drag-Along Rights: Special share transfer rights, relevant for partial stake sales

7. Merger Control: Specific provisions regarding competition clearance, required for larger transactions

8. Real Estate: Specific provisions for company-owned real estate, used when property is material asset

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, share capital, and current directors

2. Warranties: Detailed list of seller's warranties about the company and business

3. Properties: List and details of all company real estate

4. Intellectual Property: Schedule of all IP rights owned or licensed by the company

5. Material Contracts: List and summary of key business contracts

6. Employees: Details of employees including key terms and benefits

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

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

9. Disclosed Matters: Specific disclosures against warranties

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

11. Form of Power of Attorney: Template power of attorney for completion actions if needed

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Accounts
Accounting Principles
AG
Agreed Form
Annual Accounts
Austrian GAAP
Business
Business Day
Claim
Completion
Completion Date
Completion Payment
Conditions
Confidential Information
Consideration
Data Room
Disclosed
Disclosure Letter
Encumbrance
Enterprise Value
Equity Value
Fairly Disclosed
Financial Statements
GmbH
Group
Intellectual Property Rights
Interest Rate
Key Employees
Knowledge
Leakage
Locked Box Accounts
Locked Box Date
Loss
Material Adverse Change
Material Contracts
Net Debt
Notary
Parties
Permitted Leakage
Properties
Purchase Price
Purchaser
Purchaser's Group
Relevant Period
Sale Shares
Seller
Seller's Bank Account
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Tax Covenant
Tax Returns
Third Party
Transaction
Transaction Documents
Updated Information
VAT
Warranties
Working Capital
Clauses
Interpretation
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Seller Warranties
Purchaser Warranties
Tax Covenants
Limitations on Liability
Indemnities
Non-Competition
Confidentiality
Data Protection
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Environmental Matters
Regulatory Compliance
Insurance
Bank Accounts
Powers of Attorney
Further Assurance
Assignment
Announcements
Costs
Notices
Severability
Amendments
Waiver
Third Party Rights
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Language
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Professional Services

Transportation

Construction

Agriculture

Telecommunications

Media

Industrial

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Leadership

Risk & Compliance

Corporate Secretariat

Treasury

Tax

Business Development

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

M&A Director

Investment Manager

Business Development Director

Company Secretary

Legal Director

Finance Director

Corporate Development Manager

Transaction Manager

Due Diligence Manager

Integration Manager

Risk Manager

Compliance Officer

Industries
Austrian Civil Code (ABGB - Allgemeines Bürgerliches Gesetzbuch): Provides the fundamental framework for contract law, including formation, interpretation, and enforcement of contracts, as well as general provisions on sales agreements
Stock Corporation Act (AktG - Aktiengesetz): Regulates the transfer of shares in stock corporations (AG), including restrictions on transfer, form requirements, and shareholder rights
Limited Liability Companies Act (GmbHG - GmbH-Gesetz): Governs the transfer of shares in limited liability companies, including formal requirements and potential transfer restrictions
Enterprise Code (UGB - Unternehmensgesetzbuch): Contains provisions relevant to commercial transactions and business entities, including commercial sale provisions
Austrian Merger Control Act (Part of the Kartellgesetz): Regulates merger control and may require mandatory filings depending on transaction size and market impact
Capital Market Act (KMG - Kapitalmarktgesetz): Relevant for publicly traded shares, governing disclosure requirements and investor protection
Stock Exchange Act (BörseG - Börsegesetz): Applicable for listed companies, regulating trading of shares and disclosure obligations
Austrian Takeover Act (ÜbG - Übernahmegesetz): Relevant for acquisitions of listed companies, particularly regarding mandatory takeover provisions
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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