Share Retention Agreement Template for Austria

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Key Requirements PROMPT example:

Share Retention Agreement

"I need a Share Retention Agreement under Austrian law for our tech startup's three founding shareholders, requiring them to retain 75% of their shares until March 2025, with exceptions for transfers between family members and other founders."

Document background
Share Retention Agreements are crucial instruments in Austrian corporate governance, used to maintain stability in company ownership and prevent unwanted dispersal of shares. These agreements are particularly relevant in scenarios such as post-merger integration, family business succession planning, or following initial public offerings. The Share Retention Agreement establishes binding obligations on shareholders to retain their shareholding for a specified period, subject to Austrian law and regulatory requirements. It typically includes detailed provisions on permitted transfers, valuation mechanisms, and enforcement procedures, all structured to comply with Austrian corporate law principles, particularly the Aktiengesetz. The document is essential for companies seeking to ensure continuity in ownership, protect strategic interests, or maintain specific shareholder structures during critical business phases.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses

2. Background: Context of the agreement, including current shareholding structure and reasons for the retention requirements

3. Definitions and Interpretation: Key terms used throughout the agreement, including 'Shares', 'Retention Period', 'Transfer', etc.

4. Retention Obligations: Core provisions specifying the duration and terms of the share retention requirements

5. Permitted Transfers: Specific circumstances under which transfers of shares are allowed during the retention period

6. Representations and Warranties: Statements by the parties regarding their authority, ownership of shares, and capacity to enter into the agreement

7. Compliance with Laws: Obligations to comply with relevant Austrian corporate and securities laws

8. Term and Termination: Duration of the agreement and circumstances allowing for early termination

9. Confidentiality: Obligations regarding the confidential treatment of the agreement and related information

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

11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and designation of competent courts

Optional Sections

1. Tag-Along Rights: Include when certain shareholders should have the right to join in any permitted transfer of shares

2. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in a sale

3. Share Pledge Provisions: Include when shares are to be pledged as security for compliance with retention obligations

4. Put and Call Options: Include when parties want specific rights to buy or sell shares after the retention period

5. Competition Restrictions: Include when shareholders should be restricted from competing activities during the retention period

6. Management Provisions: Include when retention agreement is linked to management positions or responsibilities

7. Death/Incapacity Provisions: Include specific provisions for handling shares in case of death or incapacity of a shareholder

Suggested Schedules

1. Schedule 1 - Share Details: Details of the shares subject to retention, including share numbers, classes, and current ownership

2. Schedule 2 - Deed of Adherence: Form of deed for new shareholders to become bound by the agreement

3. Schedule 3 - Permitted Transfer Notice: Template for notifying other parties of a permitted transfer

4. Schedule 4 - Corporate Resolutions: Copies of relevant corporate approvals for entering into the agreement

5. Schedule 5 - Shareholders' Register Extract: Current extract from the shareholders' register showing ownership

6. Appendix A - Calculation Methods: If relevant, methods for calculating share values for permitted transfers

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
Relevant Industries

Financial Services

Technology and Innovation

Manufacturing

Professional Services

Family-Owned Businesses

Real Estate

Healthcare

Energy

Telecommunications

Private Equity and Venture Capital

Infrastructure

Media and Entertainment

Relevant Teams

Legal

Corporate Governance

Compliance

Finance

Executive Management

Investment

Shareholder Relations

Corporate Secretariat

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Legal

Legal Director

Investment Director

Compliance Officer

Corporate Governance Officer

Board Member

Managing Director

Shareholder Relations Manager

M&A Director

Private Equity Partner

Investment Manager

Family Office Manager

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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