The Shareholders Agreement And Share Subscription Agreement is a crucial document used in Austrian corporate transactions when a company is issuing new shares and establishing or updating the governance framework among its shareholders. This document is particularly relevant in investment rounds, corporate restructurings, or when bringing in new strategic investors. It serves dual purposes: first, it documents the terms of the new share issuance, including pricing, payment terms, and conditions precedent; second, it establishes the ongoing rights and obligations of all shareholders, both existing and new. The agreement must comply with Austrian corporate law requirements, including the Aktiengesetz and GmbH-Gesetz, while also considering EU regulations. It typically includes detailed provisions on share transfer restrictions, voting rights, board composition, and reserved matters requiring special approval. This type of agreement is fundamental to protecting shareholder interests while ensuring clear corporate governance structures.
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1. Parties: Identification of all parties to the agreement, including the Company, existing shareholders, and new subscribers
2. Background: Context of the transaction, including current shareholding structure and purpose of the share subscription
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Share Subscription: Details of new shares being issued, subscription price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription
6. Warranties and Representations: Warranties given by the Company, existing shareholders, and new subscribers
7. Management and Control: Board composition, appointment rights, and decision-making processes
8. Shareholder Rights and Obligations: Voting rights, dividend rights, and other shareholder obligations
9. Transfer Restrictions: Limitations on share transfers, including right of first refusal and tag-along/drag-along rights
10. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval
11. Confidentiality: Obligations regarding confidential information and company secrets
12. Term and Termination: Duration of the agreement and circumstances for termination
13. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Anti-Dilution Protection: Provisions protecting shareholders from dilution in future funding rounds
2. Preferred Rights: Special rights attached to preferred shares, if applicable
3. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
4. Non-Compete and Non-Solicitation: Restrictions on competitive activities and employee solicitation
5. Intellectual Property Rights: Special provisions regarding IP ownership and development
6. Employee Share Scheme: Framework for employee share ownership program
7. Dead-lock Resolution: Mechanisms for resolving shareholder or board deadlocks
8. Exit Provisions: Specific provisions regarding IPO or trade sale scenarios
1. Schedule 1 - Share Capital Table: Current and post-completion shareholding structure
2. Schedule 2 - Subscription Details: Detailed breakdown of share subscription amounts and prices
3. Schedule 3 - Company Information: Key company details, including registration information and directors
4. Schedule 4 - Warranties: Detailed warranties given by the parties
5. Schedule 5 - Reserved Matters: Comprehensive list of matters requiring special approval
6. Schedule 6 - Board Regulations: Detailed procedures for board meetings and decision-making
7. Schedule 7 - Deed of Adherence: Template for new shareholders joining the agreement
8. Schedule 8 - Business Plan: Company's business plan and financial projections
9. Appendix A - Articles of Association: Current or amended articles of association
10. Appendix B - Board Resolutions: Relevant board resolutions approving the share issuance
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