Equity Distribution Agreement Template for Austria

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Key Requirements PROMPT example:

Equity Distribution Agreement

"I need an Equity Distribution Agreement for a private Austrian tech company planning to distribute up to €10 million in Series B preferred shares through multiple distributors, with special provisions for international distribution rights and technology sector-specific warranties."

Document background
The Equity Distribution Agreement is a crucial document used when a company seeks to distribute its equity securities in Austria, whether through public offering or private placement. It serves as the primary contractual framework between the issuing company and its distribution partners, establishing the legal basis for the sale and distribution of equity securities. The agreement must comply with Austrian corporate law, particularly the Stock Corporation Act (Aktiengesetz) and Securities Act (Wertpapieraufsichtsgesetz), as well as relevant EU regulations. This document is essential for companies looking to raise capital, expand their shareholder base, or facilitate secondary market trading of their securities. It includes detailed provisions on distribution mechanics, pricing, regulatory compliance, risk allocation, and ongoing obligations of the parties involved.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, distributors, and any other relevant parties

2. Background: Context of the agreement including company information, purpose of the distribution, and relevant corporate authorizations

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Appointment and Scope: Terms of appointment of the distributor and scope of distribution rights

5. Securities to be Distributed: Detailed description of the equity securities subject to the distribution

6. Distribution Terms: Core terms including pricing, allocation methods, and distribution period

7. Regulatory Compliance: Obligations regarding compliance with Austrian securities laws and regulations

8. Representations and Warranties: Standard and specific representations and warranties from all parties

9. Covenants: Ongoing obligations of the parties during the distribution period

10. Fees and Expenses: Compensation structure, commission rates, and allocation of expenses

11. Indemnification: Mutual indemnification provisions and liability limitations

12. Term and Termination: Duration of the agreement and circumstances for termination

13. Confidentiality: Protection of confidential information and trade secrets

14. Notices: Process for formal communications between parties

15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate provisions including amendments, assignment, and severability

Optional Sections

1. Lock-up Provisions: Include when there are restrictions on future sales of securities by certain shareholders

2. Market Making Obligations: Include for listed companies requiring ongoing market making services

3. Stabilization Provisions: Include for public offerings where price stabilization may be necessary

4. International Distribution: Include when distribution extends beyond Austria to address cross-border requirements

5. Registration Rights: Include when providing rights for future registration of securities

6. Electronic Distribution: Include when distribution involves electronic platforms or systems

7. Tax Matters: Include detailed tax provisions when distribution has significant tax implications

8. Force Majeure: Include specific force majeure provisions for market disruptions

Suggested Schedules

1. Schedule 1 - Securities Description: Detailed description of the securities including class, rights, and restrictions

2. Schedule 2 - Pricing Mechanism: Detailed pricing methodology and adjustment mechanisms

3. Schedule 3 - Distribution Procedures: Step-by-step procedures for the distribution process

4. Schedule 4 - Required Approvals: List of required regulatory and corporate approvals

5. Schedule 5 - Form of Subscription Agreement: Template subscription agreement for investors

6. Schedule 6 - Due Diligence Checklist: List of required due diligence items

7. Appendix A - Corporate Authorizations: Copies of relevant board and shareholder resolutions

8. Appendix B - Regulatory Filings: Copies of required regulatory filings and approvals

9. Appendix C - Marketing Materials: Approved forms of marketing and promotional materials

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

Financial Services

Banking

Investment Banking

Private Equity

Technology

Manufacturing

Real Estate

Healthcare

Energy

Infrastructure

Telecommunications

Consumer Goods

Professional Services

Media and Entertainment

Retail

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Treasury

Risk Management

Corporate Governance

Investor Relations

Regulatory Affairs

Corporate Strategy

Capital Markets

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Investment Banking Director

Equity Capital Markets Director

Compliance Officer

Legal Counsel

Corporate Finance Manager

Investment Director

Distribution Manager

Risk Manager

Treasury Manager

Corporate Development Director

Board Member

Financial Controller

Regulatory Affairs Manager

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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