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Sales Of Shares Agreement

Sales Of Shares Agreement Template for Austria

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Key Requirements PROMPT example:

Sales Of Shares Agreement

"I need a Sales Of Shares Agreement for the purchase of 100% shares in a small Austrian technology company, with an earnout provision based on 2025 performance targets and specific warranties regarding software licenses and intellectual property rights."

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Document background
The Sales Of Shares Agreement is a crucial document used in corporate transactions under Austrian law when transferring ownership of company shares from one party to another. It is primarily used in mergers and acquisitions, corporate restructuring, or investment transactions. The document must comply with specific Austrian legal requirements, including the Austrian Civil Code (ABGB), Stock Corporation Act (AktG) for public companies, and Limited Liability Companies Act (GmbHG) for private companies. The agreement typically includes detailed provisions about the transaction structure, purchase price mechanisms, warranties, indemnities, and closing conditions. For GmbH shares, the transfer must be executed in the form of a notarial deed, while AG shares may have different transfer requirements depending on their nature (bearer or registered shares).
Suggested Sections

1. Parties: Identification of the seller(s) and buyer(s) with full legal names, registration details, and addresses

2. Background: Context of the transaction, description of the target company, and purpose of the agreement

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

4. Sale and Purchase of Shares: Core transaction terms including number of shares, share class, and percentage of ownership being transferred

5. Purchase Price: Specification of the purchase price, payment terms, and any price adjustment mechanisms

6. Closing: Conditions precedent, closing mechanics, and timing of the transfer

7. Seller's Warranties: Standard warranties regarding share ownership, company status, and business operations

8. Buyer's Warranties: Basic warranties regarding buyer's capacity and authority to enter into the transaction

9. Limitations of Liability: Scope and limitations of seller's liability under the warranties and indemnities

10. Confidentiality: Obligations regarding confidential information and announcement restrictions

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

12. Governing Law and Jurisdiction: Confirmation of Austrian law as governing law and jurisdiction for disputes

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

Optional Sections

1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance

2. Non-Competition and Non-Solicitation: Required when restrictions on seller's future business activities are needed

3. Transfer Restrictions: Relevant for partial share sales or when multiple shareholders remain

4. Interim Period Obligations: Needed when there's a significant gap between signing and closing

5. Tax Indemnities: Specific tax-related provisions beyond standard warranties

6. Employee Matters: Required when specific arrangements for key employees are part of the transaction

7. Real Estate Provisions: Necessary when the company owns significant real estate assets

8. Intellectual Property Rights: Detailed IP provisions when IP is a crucial asset

9. Bank Financing Provisions: Required when the purchase is partially bank-financed

10. Share Pledge Agreement: Used when shares are pledged as security for deferred payments

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, share capital, and corporate structure

2. Details of the Sale Shares: Specific description of shares being transferred including share certificates

3. Warranties: Detailed list of seller's warranties regarding the company and business

4. Disclosure Letter: Seller's disclosures against the warranties

5. Financial Statements: Recent financial statements and management accounts

6. Properties: List of real estate owned or leased by the company

7. Material Contracts: Summary of key commercial contracts

8. Intellectual Property: List of IP rights owned or licensed by the company

9. Employee Information: Details of key employees and employment terms

10. Closing Documents: List of documents required for closing

11. Data Room Index: Index of documents provided during due diligence

12. Form of Resignation Letters: Template resignation letters for departing directors

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
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Consideration
Data Room
Disclosure Letter
Effective Date
Encumbrance
Financial Statements
Group
Intellectual Property Rights
Material Adverse Change
Material Contracts
Parent Company
Parties
Purchase Price
Sale Shares
Seller's Warranties
Shareholders
Signing Date
Subsidiary
Target Company
Tax
Third Party
Transaction
Transfer
Working Capital
Austrian GAAP
Business
Claim
Completion Accounts
Conditions Precedent
Costs
Due Diligence
Employees
Environmental Laws
Governmental Authority
Indebtedness
Indemnification
Intellectual Property
Key Employees
Lease Agreements
Losses
Management Accounts
Material Adverse Effect
Notarial Deed
Permits
Properties
Purchase Price Adjustment
Related Parties
Representatives
Share Capital
Share Certificates
Taxation
Title and Capacity Warranties
Transaction Documents
Warranties
Clauses
Interpretation
Share Purchase
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Indemnification
Limitations of Liability
Tax Covenants
Confidentiality
Non-Competition
Non-Solicitation
Employee Matters
Intellectual Property
Real Estate
Material Contracts
Representations
Due Diligence
Information Rights
Announcements
Data Protection
Force Majeure
Assignment
Costs
Notices
Further Assurance
Entire Agreement
Amendments
Severability
Third Party Rights
Governing Law
Dispute Resolution
Jurisdiction
Notarization Requirements
Regulatory Compliance
Anti-corruption
Transfer Restrictions
Shareholder Rights
Board Composition
Corporate Governance
Business Continuity
Environmental Compliance
Insurance
Bank Financing
Security Interests
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Telecommunications

Professional Services

Construction

Agriculture

Transportation

Media and Entertainment

Education

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Risk Management

Compliance

Corporate Secretariat

Treasury

Tax

Business Development

Strategy

Investment

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Lawyer

Legal Counsel

M&A Director

Investment Manager

Company Secretary

Financial Director

Business Development Director

Corporate Development Manager

Risk Manager

Compliance Officer

Board Member

Shareholder

Private Equity Manager

Investment Banker

Transaction Advisory Manager

Industries
Austrian Civil Code (ABGB - Allgemeines Bürgerliches Gesetzbuch): Provides the fundamental principles of contract law, including formation, performance, and termination of contracts, as well as general principles of civil law that apply to share purchase agreements
Stock Corporation Act (AktG - Aktiengesetz): Regulates the transfer of shares in stock corporations (AG), including requirements for share transfers, shareholder rights, and corporate governance aspects
Limited Liability Companies Act (GmbHG - GmbH-Gesetz): Governs the transfer of shares in limited liability companies (GmbH), including form requirements, transfer restrictions, and shareholder approval processes
Commercial Code (UGB - Unternehmensgesetzbuch): Contains provisions relevant to commercial transactions and business-related aspects of share transfers
Austrian Merger Control Act (Part of the Cartel Act 2005): Relevant for larger transactions that might require merger control clearance and competition law compliance
Austrian Capital Transfer Tax Act (KVG - Kapitalverkehrsteuergesetz): Addresses tax implications of share transfers and related capital transaction taxes
Securities Act (BörseG - Börsegesetz): Relevant if the transaction involves listed companies or publicly traded shares
Due Diligence and Disclosure Requirements (Various Sources): Legal framework regarding seller's disclosure obligations and buyer's due diligence rights
Austrian Income Tax Act (EStG - Einkommensteuergesetz): Governs taxation aspects of share transfers for individual sellers and buyers
Corporate Income Tax Act (KStG - Körperschaftsteuergesetz): Regulates tax implications for corporate entities involved in share transfers
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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