Private Placement Agreement Template for Austria

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Key Requirements PROMPT example:

Private Placement Agreement

"I need an Austrian Private Placement Agreement for my technology startup to raise €5 million in Series A funding from venture capital investors, with closing planned for March 2025 and including provisions for future funding rounds and board representation rights."

Document background
The Private Placement Agreement is essential for companies seeking to raise capital through private offerings in Austria without undertaking a public offering. This document is typically used when an issuer wishes to sell securities to a limited number of sophisticated or institutional investors, taking advantage of private placement exemptions under Austrian law. The agreement must comply with the Austrian Capital Market Act (KMG) and Securities Act (WAG 2018), as well as relevant EU regulations, particularly regarding prospectus requirements and investor protection. It contains comprehensive details about the offering, including security terms, investor qualifications, regulatory compliance measures, and transfer restrictions. The document is crucial for maintaining compliance with Austrian private placement rules while providing a framework for successful private capital raising.
Suggested Sections

1. Parties: Identification of the issuer, placement agent (if any), and the investors

2. Background: Context of the private placement, including the nature of the securities being offered

3. Definitions: Definitions of key terms used throughout the agreement

4. Securities Offered: Detailed description of the securities being offered, including class, rights, and restrictions

5. Purchase and Sale: Terms and conditions of the purchase and sale of securities

6. Purchase Price and Payment: Specification of the purchase price, payment terms, and payment mechanics

7. Closing Conditions: Conditions precedent to the closing of the transaction

8. Representations and Warranties of the Issuer: Issuer's representations regarding its authority, compliance, financial condition, and business

9. Representations and Warranties of the Investors: Investors' representations regarding their eligibility, sophistication, and compliance with applicable laws

10. Transfer Restrictions: Limitations on the transfer of securities and applicable lock-up periods

11. Covenants: Ongoing obligations of the parties

12. Confidentiality: Confidentiality obligations regarding the transaction and related information

13. Termination: Circumstances under which the agreement may be terminated

14. Notices: Process for delivering formal notices between parties

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

16. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability

Optional Sections

1. Placement Agent Provisions: Include when a placement agent is involved in the transaction

2. Registration Rights: Include when investors are granted rights for future registration of securities

3. Tag-Along Rights: Include when minority investors are given the right to join in sale transactions

4. Drag-Along Rights: Include when majority investors are given the right to force minority investors to join in sale transactions

5. Board Representation: Include when investors are granted board representation rights

6. Information Rights: Include when specific ongoing information rights are granted to investors

7. Pre-emptive Rights: Include when investors are granted rights to participate in future offerings

8. Anti-dilution Provisions: Include when investors are protected against future dilutive issuances

9. Exit Rights: Include when specific exit mechanisms or rights are granted to investors

Suggested Schedules

1. Schedule 1 - List of Investors: Details of all participating investors including investment amounts

2. Schedule 2 - Form of Subscription Agreement: Standard form agreement for individual investors to execute

3. Schedule 3 - Description of Securities: Detailed description of rights, preferences, and restrictions of the securities

4. Schedule 4 - Disclosure Schedule: Exceptions to representations and warranties

5. Schedule 5 - Capitalization Table: Pre and post-investment capitalization of the issuer

6. Appendix A - Investment Representation Letter: Investor's confirmation of eligibility and sophistication

7. Appendix B - Corporate Documents: Relevant corporate authorizations and resolutions

8. Appendix C - Risk Factors: Disclosure of material risks related to the investment

9. Appendix D - Financial Statements: Recent financial statements of the issuer

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

Technology

Real Estate

Healthcare

Manufacturing

Energy

Infrastructure

Telecommunications

Biotechnology

Private Equity

Venture Capital

Professional Services

Agriculture

Clean Technology

Digital Media

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Treasury

Risk Management

Investment

Corporate Governance

Investor Relations

Corporate Finance

Executive Management

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Director

Corporate Finance Manager

Compliance Officer

Legal Counsel

Investment Manager

Private Equity Manager

Corporate Secretary

Finance Director

Treasury Manager

Risk Manager

Investment Banker

Financial Controller

Board Member

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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