The Investment Subscription Agreement is a fundamental document used in Austrian investment transactions when an investor seeks to acquire shares, units, or other securities in a company or investment vehicle. This agreement is essential for both private and public investment rounds, serving as the primary document that establishes the legal relationship between the issuer and the investor. It must comply with Austrian regulatory requirements, including the Capital Market Act (KMG), Securities Supervision Act (WAG 2018), and relevant EU regulations such as MiFID II where applicable. The document typically includes detailed provisions on investment terms, representations and warranties, closing conditions, and investor rights, while incorporating necessary compliance elements for Austrian securities laws and financial regulations.
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1. Parties: Identification of the issuer/company and the subscriber/investor
2. Background: Context of the investment opportunity and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Payment Terms: Details of the investment amount, price per share/unit, and payment mechanics
5. Closing Conditions: Conditions precedent to the completion of the investment
6. Closing Mechanics: Process and timing for completing the investment transaction
7. Representations and Warranties of the Company: Company's confirmations about its status, authority, and business
8. Representations and Warranties of the Investor: Investor's confirmations about their status, authority, and investment capacity
9. Covenants: Ongoing obligations of both parties
10. Term and Termination: Duration of the agreement and circumstances for early termination
11. Confidentiality: Protection of confidential information exchanged during the investment process
12. Notices: Communication procedures between parties
13. General Provisions: Standard legal provisions including governing law, jurisdiction, and amendments
1. Tag-Along Rights: Include when offering minority investor protection rights to join in sales by major shareholders
2. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in a sale
3. Anti-Dilution Protection: Include for preferred share investments to protect against future down-rounds
4. Board Representation: Include when the investment includes rights to appoint board members
5. Information Rights: Include when specific ongoing information rights are granted to investors
6. Pre-emptive Rights: Include when investors are granted rights to participate in future funding rounds
7. MiFID II Compliance: Include when dealing with retail investors or when required by regulatory status
8. Lock-up Provisions: Include when restrictions on transfer of shares are required
9. KYC/AML Provisions: Include when dealing with high-value investments or regulated entities
1. Subscription Details: Detailed breakdown of the investment amount, share/unit numbers, and price calculations
2. Company Information: Key corporate information including registration details, capital structure, and existing shareholders
3. Investment Risks: Detailed description of investment risks as required by Austrian securities laws
4. KYC Documentation Requirements: List of required identity and verification documents
5. Form of Share Certificate: Template for share certificates if physical certificates are to be issued
6. Shareholders' Agreement: Copy or key terms of the existing shareholders' agreement if applicable
7. Corporate Resolutions: Copies of relevant board and shareholder resolutions approving the investment
8. Payment Instructions: Detailed banking and payment information
9. Investor Questionnaire: Form for collecting investor information and confirming investor status
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