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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."
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
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
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
Articles of Association
Business Day
Closing
Closing Date
Conditions Precedent
Confidential Information
Consideration
Disclosed
Disclosure Letter
Encumbrance
Financial Statements
Governmental Authority
Group
Intellectual Property Rights
Knowledge
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Ordinary Course of Business
Parties
Permits
Purchase Price
Purchase Price Adjustment
Purchaser
Purchaser's Group
Regulatory Approvals
Sale Shares
Seller
Seller's Warranties
Signing Date
Subsidiaries
Target Company
Tax
Tax Authority
Transaction
Transaction Documents
Transfer
Warranties
Working Capital
Austrian GAAP
Bank Account
Business
Company Records
Completion
Data Room
Employees
Environmental Laws
Escrow Account
Fundamental Warranties
Indemnification
Intellectual Property
Management Accounts
Material Adverse Effect
Notary
Properties
Related Parties
Representatives
Share Capital
Taxation
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Closing
Warranties and Representations
Seller Warranties
Purchaser Warranties
Indemnification
Tax Matters
Employee Matters
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Pre-Closing Covenants
Post-Closing Covenants
Material Adverse Change
Force Majeure
Assignment
Amendments
Notices
Costs and Expenses
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Further Assurance
Data Protection
Anti-Corruption
Environmental Matters
Real Estate
Insurance
Bank Financing
Share Transfer Mechanics
Company Management
Regulatory Compliance
Termination Rights
Remedies
Time of Essence
Waiver
Counterparts
Language
Announcements
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Transportation
Professional Services
Construction
Agriculture
Telecommunications
Media and Entertainment
Industrial
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Management
Risk & Compliance
Treasury
Business Development
Company Secretariat
Tax
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
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