The Share Subscription Agreement is a fundamental document used in corporate financing and investment transactions under Austrian law. It is typically employed when a company seeks to raise capital by issuing new shares to investors, whether in the context of seed funding, growth capital, or strategic investment. The agreement must comply with Austrian corporate law requirements, including the relevant provisions of the Aktiengesetz or GmbH-Gesetz, and may require notarization depending on the company type. This document outlines the complete transaction structure, including the number and class of shares being issued, subscription price, payment terms, warranties, and various conditions precedent to completion. It also addresses corporate governance aspects and may include investor protection provisions where relevant.
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1. Parties: Identification of the Company and the Subscriber(s), including full legal names and registration details
2. Background: Context of the transaction, including current share capital structure and purpose of the subscription
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription: Core terms of the share subscription, including number of shares, class, and subscription price
5. Payment Terms: Details of how and when the subscription price will be paid
6. Completion: Mechanics and timing of the completion of the subscription
7. Conditions Precedent: Conditions that must be satisfied before completion can occur
8. Company's Warranties: Representations and warranties given by the company regarding its status and the shares
9. Subscriber's Warranties: Representations and warranties given by the subscriber regarding capacity and authority
10. Covenants: Ongoing obligations of the parties post-completion
11. Confidentiality: Obligations regarding the confidential treatment of information
12. Notices: Process and requirements for formal communications between parties
13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Anti-dilution Protection: Provisions protecting subscriber from future dilution, used when negotiated as part of the investment terms
2. Tag-Along Rights: Rights of the subscriber to participate in future share sales, included for minority investor protection
3. Pre-emptive Rights: Rights of first refusal on future share issues, included when agreed with existing shareholders
4. Board Appointment Rights: Rights to appoint directors, included for significant investments
5. Information Rights: Rights to receive company information, included for significant minority investments
6. Lock-up Period: Restrictions on share transfers for a specified period, used in strategic investments
7. Regulatory Compliance: Specific provisions required for regulated industries or public companies
8. Tax Provisions: Specific tax-related provisions, included when there are particular tax considerations
1. Share Capital Structure: Detailed breakdown of the company's share capital before and after subscription
2. Subscription Details: Detailed specifications of the shares being subscribed, including rights and restrictions
3. Form of Board Resolution: Template of board resolution approving the share issuance
4. Form of Shareholders' Resolution: Template of shareholders' resolution approving the share issuance if required
5. Completion Requirements: Checklist of documents and actions required for completion
6. Company Information: Key company information including directors, registered office, and material contracts
7. Warranties: Detailed list of warranties given by the company
8. Disclosure Letter: Exceptions and qualifications to the warranties
9. Registration Rights: Detailed terms of any registration rights granted to the subscriber
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