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Shareholder Purchase Agreement
"I need a Shareholder Purchase Agreement under Austrian law for the acquisition of 100% shares in a private manufacturing company, with completion scheduled for March 15, 2025, and payment to be made in two installments."
1. Parties: Identification of the seller(s), purchaser(s), and the company whose shares are being transferred, including their full legal names, registration details, and addresses
2. Background: Context of the transaction, including current shareholding structure and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Sale and Purchase of Shares: Core transaction terms including number of shares, percentage of ownership being transferred, and basic purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanisms, timing, and any price adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and third-party consents
7. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required at completion
9. Warranties and Representations: Seller's warranties about the company, shares, and business; Purchaser's warranties
10. Limitations on Liability: Limitations on warranty claims, time limits, thresholds, and caps on liability
11. Tax Matters: Tax-related warranties, indemnities, and arrangements for pre-completion tax liabilities
12. Confidentiality and Announcements: Obligations regarding confidential information and public announcements about the transaction
13. Notices: Process and requirements for formal communications between parties
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, assignment, and severability
15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Management and Employee Matters: Used when there are specific arrangements regarding key employees or management changes
2. Non-Competition and Non-Solicitation: Include when requiring restrictions on seller's future business activities
3. Earn-out Provisions: When part of purchase price is contingent on future performance
4. Break Fee: Include when parties agree on compensation if deal fails under specific circumstances
5. Intellectual Property Rights: Detailed section when IP is a crucial asset of the target company
6. Real Estate Matters: When company owns significant real estate assets requiring special attention
7. Environmental Matters: For companies with significant environmental risks or obligations
8. Data Protection: Detailed section when company processes significant personal data
9. Bank Financing: When purchase is dependent on external financing arrangements
10. Transition Services: When seller will provide services to company post-completion
1. Share Details: Details of shares being transferred including share certificates and shareholder register entries
2. Warranties: Detailed list of warranties given by the seller
3. Disclosure Letter: Seller's disclosures against the warranties
4. Completion Requirements: Detailed list of documents and actions required at completion
5. Company Information: Key details about the company including corporate documents and structure
6. Properties: List and details of company's real estate assets
7. Material Contracts: Summary of key contracts affecting the business
8. Intellectual Property: List of IP rights owned or used by the company
9. Employee Information: Details of employees and their terms of employment
10. Financial Statements: Recent financial statements and management accounts
11. Data Room Index: Index of documents provided in due diligence
12. Required Consents: List of third-party and regulatory consents required
Authors
Accounts Date
Affiliate
Agreement
Anti-Trust Laws
Austrian GAAP
Business Day
Claim
Closing
Closing Date
Company
Completion
Completion Date
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosed
Disclosure Letter
Encumbrance
Environmental Laws
Financial Statements
Fundamental Warranties
Governmental Authority
Group
Group Companies
Intellectual Property Rights
Key Employees
Latest Accounts
Laws
Leased Properties
Liabilities
Long Stop Date
Loss
Material Adverse Change
Material Contracts
Notice
Owned Properties
Parties
Permits
Permitted Encumbrances
Purchase Price
Purchaser
Purchaser's Group
Purchaser's Solicitors
Relevant Period
Sale Shares
Seller
Seller's Group
Seller's Solicitors
Shareholders
Shares
Signing Date
Subsidiaries
Tax
Tax Authority
Tax Claim
Tax Covenant
Tax Return
Tax Warranty
Third Party
Transaction
Transaction Documents
Warranties
Working Capital
Definitions
Sale and Purchase
Purchase Price
Price Adjustment
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Warranties
Representations
Indemnification
Liability Limitations
Tax Covenants
Employee Matters
Intellectual Property
Real Estate
Confidentiality
Non-Competition
Non-Solicitation
Data Protection
Force Majeure
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Announcements
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Language
Notarization Requirements
Regulatory Compliance
Environmental Matters
Insurance
Bank Guarantees
Material Contracts
Change of Control
Break Fee
Earn-out Provisions
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Retail
Energy
Transportation
Professional Services
Construction
Agriculture
Telecommunications
Media and Entertainment
Mining and Resources
Education
Hospitality
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Risk & Compliance
Corporate Secretariat
Tax
Business Development
Investment
Due Diligence
Treasury
Corporate Strategy
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
M&A Director
Investment Banker
Financial Director
Company Secretary
Legal Counsel
Corporate Development Manager
Due Diligence Manager
Transaction Manager
Risk Manager
Compliance Officer
Board Member
Managing Director
Finance Manager
Business Development Director
Legal Director
Private Equity Manager
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