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Restricted Share Purchase Agreement

Restricted Share Purchase Agreement Template for Austria

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Key Requirements PROMPT example:

Restricted Share Purchase Agreement

"I need a Restricted Share Purchase Agreement for our Austrian tech startup to sell 1000 restricted shares to our CTO, with a 4-year vesting period starting March 1, 2025, and including bad leaver provisions if they leave within the first two years."

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Document background
The Restricted Share Purchase Agreement is a crucial document used in Austrian corporate transactions where controlled share ownership and transfer are essential. It is commonly employed in private companies, start-ups, and family businesses where maintaining control over share ownership is paramount. The agreement details the terms and conditions for purchasing restricted shares, including specific transfer limitations, vesting schedules, and shareholder rights under Austrian law. It ensures compliance with the Austrian Stock Corporation Act (Aktiengesetz) and other relevant regulations while protecting both the company's and shareholders' interests. This document is particularly valuable for employee share schemes, succession planning, or when companies wish to maintain tight control over their shareholder base.
Suggested Sections

1. Parties: Identification of the seller, purchaser, and company whose shares are being sold

2. Background: Context of the transaction, including company information and purpose of the restricted share arrangement

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms

5. Transfer Restrictions: Detailed provisions on transfer limitations, lock-up periods, and conditions for permitted transfers

6. Right of First Refusal: Process and terms for existing shareholders' rights to purchase shares before transfer to third parties

7. Tag-Along and Drag-Along Rights: Minority protection and majority exit mechanisms

8. Share Certificates and Shareholder Register: Requirements for documentation of ownership and registration

9. Representations and Warranties: Statements of fact and assurances from both parties

10. Termination: Circumstances under which the agreement can be terminated and consequences

11. Confidentiality: Obligations regarding non-disclosure of company information

12. Notices: Process and requirements for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution forum

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

Optional Sections

1. Vesting Provisions: Used when shares vest over time, typically in employee arrangements

2. Call Option: Company's right to repurchase shares under specific circumstances

3. Put Option: Shareholder's right to sell shares back to the company

4. Employment Relationship Provisions: Include when shares are tied to employment status

5. Tax Provisions: Detailed tax treatment and obligations when specific tax structures are needed

6. Management Rights: Special rights or obligations regarding company management

7. Information Rights: Special provisions for access to company information

8. Anti-dilution Protection: Protection against share value dilution in future funding rounds

9. Bad Leaver Provisions: Consequences for shareholders who leave under negative circumstances

Suggested Schedules

1. Share Details: Detailed description of shares including class, rights, and current ownership

2. Company Information: Key corporate details including registration number, registered office, and directors

3. Deed of Adherence: Template for new shareholders to join the agreement

4. Transfer Notice: Form for notifying intent to transfer shares

5. Vesting Schedule: Detailed timeline and conditions for share vesting if applicable

6. Shareholder Resolutions: Any required corporate approvals for the share transfer

7. Calculation of Purchase Price: Formula or methodology for determining share value

8. Transfer Restrictions Register: Record of all transfer restrictions affecting the shares

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
Agreement
Articles of Association
Bad Leaver
Board
Business Day
Call Option
Company
Completion
Completion Date
Confidential Information
Deed of Adherence
Encumbrance
Fair Market Value
Good Leaver
Group
Lock-up Period
Material Adverse Change
Parties
Permitted Transfer
Purchase Price
Put Option
Restricted Shares
Right of First Refusal
Sale Shares
Share Certificate
Shareholder Register
Shareholders
Subsidiary
Tag-Along Right
Transfer
Transfer Notice
Transfer Restrictions
Transferee
Transferor
Vesting Date
Vesting Period
Vesting Schedule
Voting Rights
Working Day
Austrian GAAP
Drag-Along Right
Exercise Notice
Option Period
Restricted Share Rights
Share Capital
Supervisory Board
Transfer Deed
Valuation
Voting Agreement
Clauses
Interpretation
Sale and Purchase
Purchase Price
Completion
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Share Certificates
Representations and Warranties
Vesting
Call Options
Put Options
Bad Leaver Provisions
Good Leaver Provisions
Share Valuation
Confidentiality
Non-Competition
Information Rights
Management Rights
Voting Rights
Dividend Rights
Anti-Dilution
Assignment
Termination
Notices
Amendment
Severability
Governing Law
Dispute Resolution
Entire Agreement
Force Majeure
Costs
Waiver
Further Assurance
Relevant Industries

Technology

Financial Services

Professional Services

Manufacturing

Healthcare

Biotechnology

Real Estate

Energy

Telecommunications

Consumer Goods

Start-ups

Family Businesses

Relevant Teams

Legal

Finance

Human Resources

Corporate Governance

Compliance

Executive Management

Board Secretariat

Corporate Development

Investment

Administration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Company Secretary

HR Director

Compliance Officer

Investment Manager

Corporate Development Manager

Board Member

Managing Director

Finance Director

Legal Counsel

HR Manager

Compensation and Benefits Manager

Industries
Austrian Stock Corporation Act (Aktiengesetz): Governs the formation, organization, and operation of stock corporations, including share classes, transfer restrictions, and shareholder rights
Austrian Civil Code (ABGB): Provides the fundamental principles of contract law, including formation, interpretation, and enforcement of agreements
Austrian Securities Act (Wertpapieraufsichtsgesetz 2018): Regulates securities trading and provides framework for financial instruments and investor protection
Austrian Capital Market Act (Kapitalmarktgesetz): Governs public offerings of securities and related disclosure requirements
Austrian Income Tax Act (Einkommensteuergesetz): Regulates taxation of share-based compensation and capital gains from share transfers
Austrian Corporate Income Tax Act (Körperschaftsteuergesetz): Covers corporate tax implications of share issuance and transfers
Austrian Employment Law (Arbeitsrecht): Relevant when restricted shares are part of employee compensation packages
Austrian Data Protection Act (Datenschutzgesetz): Ensures compliance with privacy requirements in handling personal data of shareholders
Austrian Anti-Money Laundering Act (Finanzmarkt-Geldwäschegesetz): Provides requirements for verification of shareholders and prevention of money laundering
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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