Share Purchase And Transfer Agreement Template for Austria

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Key Requirements PROMPT example:

Share Purchase And Transfer Agreement

"I need a Share Purchase and Transfer Agreement under Austrian law for the acquisition of a medium-sized technology company, including specific provisions for intellectual property protection and an earn-out mechanism based on 2025 performance targets."

Document background
The Share Purchase and Transfer Agreement is a fundamental document in corporate transactions under Austrian law, used when transferring ownership of shares in private or public companies. This comprehensive agreement is essential for both straightforward and complex share transfers, requiring careful consideration of Austrian corporate law, particularly the Austrian Stock Corporation Act (AktG) for AGs and the Limited Liability Companies Act (GmbHG) for GmbHs. The document typically includes detailed provisions on purchase price determination, payment terms, representations and warranties, conditions precedent, and closing mechanics. It must comply with Austrian formal requirements, which may include notarization depending on the company type and transaction structure. The agreement serves as the primary transaction document, protecting both parties' interests while ensuring compliance with regulatory requirements and market practice.
Suggested Sections

1. Parties: Identification of the seller(s) and purchaser(s), including full legal names and addresses

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

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

4. Sale and Purchase of Shares: Core transaction terms including description of shares being sold and basic purchase obligation

5. Purchase Price: Amount, currency, and payment terms for the share purchase

6. Closing: Closing date, location, and actions to be taken at closing

7. Conditions Precedent: Conditions that must be satisfied before closing can occur

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

9. Purchaser's Warranties: Basic warranties from the purchaser, including authority to enter into the transaction

10. Indemnification: Terms governing compensation for breach of warranties or other obligations

11. Confidentiality: Obligations regarding confidential information

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

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

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments

Optional Sections

1. Purchase Price Adjustment: Mechanisms for post-closing price adjustments based on financial metrics, used when final purchase price depends on closing accounts

2. Non-Competition: Restrictions on seller's competitive activities, included when seller could compete with target business

3. Employee Matters: Specific provisions regarding employees and management, used when employment arrangements are material to the transaction

4. Tax Matters: Detailed tax provisions and allocations, included for complex tax situations or when specific tax risks need addressing

5. Bank Financing: Provisions related to external financing, included when purchase price is partially financed by third-party lenders

6. Earn-out Provisions: Structure for additional payments based on future performance, used when part of purchase price is contingent

7. Pre-Closing Covenants: Obligations between signing and closing, important for longer periods between signing and closing

8. Material Adverse Change: Provisions allowing termination for significant negative events, used in larger transactions

Suggested Schedules

1. Schedule 1 - Company Information: Detailed information about the target company including corporate documents and structure

2. Schedule 2 - Shares Information: Details of the shares being transferred including share certificates and shareholder rights

3. Schedule 3 - Warranties: Detailed list of seller's warranties and any agreed qualifications

4. Schedule 4 - Disclosed Information: List of documents and information disclosed against the warranties

5. Schedule 5 - Real Estate: Details of company's real estate holdings and related rights

6. Schedule 6 - Material Contracts: List and details of company's material contracts

7. Schedule 7 - Intellectual Property: List of company's IP rights and related agreements

8. Schedule 8 - Employees: Information about key employees and employment terms

9. Appendix A - Closing Deliverables: List of documents and actions required at closing

10. Appendix B - Form of Transfer Deed: Form of share transfer documentation required under Austrian law

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

Manufacturing

Technology

Real Estate

Healthcare

Retail

Energy

Transportation

Professional Services

Construction

Agriculture

Telecommunications

Media and Entertainment

Industrial

Consumer Goods

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Executive Management

Risk & Compliance

Treasury

Business Development

Company Secretariat

Tax

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

M&A Manager

Investment Director

Business Development Manager

Company Secretary

Finance Director

Transaction Manager

Corporate Development Officer

In-house Counsel

Risk Manager

Compliance Officer

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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