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Equity Ownership Agreement
"I need an Equity Ownership Agreement under Austrian law for my tech startup, where we're bringing in three new investors who will collectively own 25% of the company, with specific focus on minority shareholder protections and tag-along rights."
1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement, including company information and purpose of the transaction
3. Definitions: Defined terms used throughout the agreement
4. Share Ownership Structure: Details of current and proposed share ownership, including class and number of shares
5. Purchase Price and Payment Terms: Specification of consideration, payment method, and timing
6. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and share ownership
7. Transfer Restrictions: Limitations and conditions on future share transfers
8. Shareholders' Rights: Core rights of shareholders including voting, dividends, and information rights
9. Management and Decision Making: Governance structure and decision-making processes
10. Confidentiality: Obligations regarding confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Jurisdiction: Specification of Austrian law and competent courts
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
14. Execution: Signature blocks and execution requirements
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in sales by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale
3. Pre-emptive Rights: Right of existing shareholders to maintain their percentage ownership in future share issuances
4. Anti-dilution Protection: Provisions protecting shareholders from dilution in future funding rounds
5. Put and Call Options: Rights to force purchase or sale of shares under specific conditions
6. Non-competition and Non-solicitation: Restrictions on competitive activities and employee solicitation
7. Deadlock Resolution: Mechanisms for resolving shareholder disputes
8. Industry-Specific Provisions: Additional provisions required for regulated industries
9. International Considerations: Provisions dealing with cross-border aspects if relevant
1. Schedule 1 - Share Capital Table: Detailed breakdown of share ownership before and after the transaction
2. Schedule 2 - Company Information: Key details about the company including registration information and directors
3. Schedule 3 - Deed of Adherence: Template for future shareholders to agree to the terms of the agreement
4. Schedule 4 - Reserved Matters: List of decisions requiring special majority or unanimous approval
5. Schedule 5 - Warranties: Detailed warranties given by the parties
6. Schedule 6 - Corporate Structure: Organization chart showing corporate structure and relationships
7. Appendix A - Valuation Report: Independent valuation of shares (if applicable)
8. Appendix B - Board Resolutions: Relevant corporate approvals for the transaction
Authors
Articles of Association
Board
Business Day
Bylaws
Call Option
Company
Completion
Completion Date
Confidential Information
Deed of Adherence
Dispute
Drag-Along Notice
Drag-Along Right
Effective Date
Encumbrance
Event of Default
Exit Event
Fair Market Value
Financial Year
General Meeting
Group
Initial Public Offering
Intellectual Property Rights
Management Board
Material Adverse Change
New Securities
Ordinary Shares
Parties
Permitted Transferee
Pre-emption Right
Put Option
Related Party Transaction
Reserved Matters
Share Capital
Share Transfer
Shareholder
Shareholders' Meeting
Shares
Subsidiary
Supervisory Board
Tag-Along Notice
Tag-Along Right
Transfer
Transferor
Transferee
Valuation
Voting Rights
Share Ownership
Share Transfer
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Put and Call Options
Share Valuation
Management and Control
Reserved Matters
Shareholder Meetings
Voting Rights
Dividend Rights
Information Rights
Anti-dilution Protection
Representations and Warranties
Non-competition
Non-solicitation
Confidentiality
Deadlock Resolution
Default
Exit Provisions
Term and Termination
Assignment
Notices
Amendment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Technology
Manufacturing
Financial Services
Professional Services
Real Estate
Healthcare
Retail
Energy
Telecommunications
Media and Entertainment
Construction
Agriculture
Transportation and Logistics
Education
Hospitality
Legal
Corporate Governance
Finance
Executive Leadership
Compliance
Risk Management
Corporate Development
Investment
Treasury
Shareholder Relations
Board Secretariat
Strategy
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
General Counsel
Legal Director
Investment Manager
Corporate Lawyer
Managing Director
Board Member
Shareholder Relations Manager
Corporate Governance Officer
Compliance Officer
Investment Director
Private Equity Manager
Venture Capital Manager
Company Director
Financial Controller
Business Development Director
Risk Manager
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