Share Buyback Contract Template for Austria

The Share Buyback Contract is a crucial document used when an Austrian company decides to repurchase its own shares from existing shareholders, typically for purposes such as capital structure optimization, excess cash utilization, or stock price support. This document must comply with the strict requirements of the Austrian Stock Corporation Act (Aktiengesetz), particularly sections 65-65b, which regulate share buybacks and set specific limits on acquisition amounts and shareholder approval requirements. The contract outlines essential elements including purchase price calculation, transfer mechanics, warranties, and compliance with corporate governance requirements. It's particularly important for both listed and private companies, requiring careful consideration of tax implications, regulatory compliance, and shareholder rights under Austrian law.

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the share buyback, including corporate approvals and relevant shareholder resolutions

3. Definitions: Key terms used throughout the agreement, including Share definition, Completion Date, Purchase Price, etc.

4. Subject Matter of Purchase: Details of the shares being repurchased, including class, number, and nominal value

5. Purchase Price: Agreed price per share and total consideration, including calculation method and compliance with price restrictions under Austrian law

6. Conditions Precedent: Required conditions before completion, including regulatory approvals and shareholder resolutions

7. Completion: Mechanics of the transfer, including timing, payment process, and share transfer documentation

8. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

9. Company's Warranties: Representations regarding corporate authority, compliance with Austrian law, and financial capacity

10. Tax Provisions: Treatment of taxes arising from the transaction and related indemnities

11. Confidentiality: Obligations regarding transaction confidentiality and permitted disclosures

12. Notices: Process for formal communications between parties

13. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction for disputes

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