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Shares Sale And Purchase Agreement
"I need a Share Sale and Purchase Agreement under Austrian law for the acquisition of 100% shares in a private limited technology company, with completion scheduled for March 15, 2025, including specific provisions for intellectual property protection and employee retention."
1. Parties: Identification of seller(s) and buyer(s) with full legal details as required under Austrian law
2. Background: Context of the transaction, including company details and purpose of the agreement
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price: Detailed price structure, payment mechanisms, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Parties' obligations between signing and completion, including conduct of business requirements
8. Completion: Mechanics of closing, including timing, location, and actions required
9. Seller's Warranties: Representations and warranties given by the seller regarding the company and shares
10. Buyer's Warranties: Basic warranties from the buyer, including authority to enter into the transaction
11. Limitations on Liability: Limitations on warranty claims and general liability restrictions
12. Tax Matters: Tax-related warranties, indemnities, and allocation of tax risks
13. Confidentiality: Obligations regarding transaction confidentiality and public announcements
14. Notices: Format and delivery requirements for formal communications
15. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
16. Governing Law and Jurisdiction: Explicit confirmation of Austrian law application and jurisdiction arrangements
1. Earn-out Provisions: Used when part of the purchase price is contingent on future performance
2. Non-Competition and Non-Solicitation: Required when restricting seller's future business activities
3. Transitional Services: Needed when seller must provide continued services post-completion
4. Employee Matters: Specific provisions for key employee retention or transfer arrangements
5. Real Estate: Special provisions when company owns significant real estate assets
6. Intellectual Property: Detailed IP provisions when company has significant IP assets
7. Bank Financing: Required when purchase is dependent on external financing
8. Environmental Matters: Needed for companies with environmental risks or obligations
9. Data Protection: Specific provisions for companies processing significant personal data
10. Merger Control: Required when transaction needs competition authority approval
1. Details of the Company: Corporate information including registration details and share capital structure
2. Warranties: Detailed warranties about the company, its business and assets
3. Completion Obligations: Detailed list of documents and actions required at completion
4. Properties: Details of real estate owned or leased by the company
5. Intellectual Property Rights: List of IP rights owned or licensed by the company
6. Material Contracts: Summary of key commercial contracts
7. Employee Information: Details of employees and their terms of employment
8. Permitted Leakage: Agreed exceptions to no leakage covenant in locked box deals
9. Data Room Index: Index of documents disclosed during due diligence
10. Completion Accounts Principles: Accounting principles for completion accounts preparation
11. Tax Deed: Detailed tax indemnity terms and exceptions
12. Bank Account Details: Account details for payment of purchase price
Authors
Accounts Date
Affiliate
Agreement
AktG
Approvals
Austrian GAAP
Authority
Bank Debt
Business
Business Day
Buyer
Buyer's Group
Buyer's Solicitors
Claim
Closing
Closing Date
Company
Company Intellectual Property
Completion
Completion Accounts
Completion Date
Confidential Information
Consideration
Control
Data Protection Laws
Data Room
Disclosure Letter
Encumbrance
Environmental Laws
Environmental Permits
Exercise Period
Financial Year
Firmenbuch
GmbHG
Group
Group Companies
Indebtedness
Intellectual Property Rights
Key Employees
Laws
Leakage
Losses
Material Adverse Change
Material Contracts
Notice
Parties
Permits
Permitted Encumbrances
Permitted Leakage
Properties
Purchase Price
Related Persons
Relevant Period
Representatives
Sale Shares
Seller
Seller's Group
Seller's Knowledge
Seller's Solicitors
Shares
Signing Date
Subsidiaries
Tag-along Right
Target Company
Tax
Tax Authority
Tax Claim
Tax Deed
Tax Warranties
Third Party
Transaction
Transaction Documents
Warranties
Working Capital
Purchase Price
Payment Terms
Price Adjustment
Conditions Precedent
Pre-Completion Covenants
Completion Mechanics
Post-Completion Obligations
Warranties
Seller Warranties
Buyer Warranties
Warranty Limitations
Tax Covenants
Tax Indemnities
Business Warranties
Financial Warranties
Employee Matters
Intellectual Property
Real Estate
Environmental Matters
Regulatory Compliance
Data Protection
Confidentiality
Non-Competition
Non-Solicitation
Material Contracts
Change of Control
Bank Financing
Security Interests
Share Transfer Restrictions
Shareholder Approval
Corporate Authority
Due Diligence
Disclosure
Indemnification
Liability Limitations
Force Majeure
Assignment
Notices
Amendments
Severability
Entire Agreement
Third Party Rights
Costs and Expenses
Governing Law
Dispute Resolution
Language
Counterparts
Manufacturing
Technology
Real Estate
Financial Services
Healthcare
Retail
Energy
Telecommunications
Professional Services
Construction
Agriculture
Transportation
Media and Entertainment
Consumer Goods
Industrial Services
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Strategic Planning
Business Development
Corporate Secretariat
Treasury
Integration
Due Diligence
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Development Director
Head of Mergers & Acquisitions
Finance Director
Legal Director
Company Secretary
Investment Director
Transaction Manager
Due Diligence Manager
Integration Manager
Risk Manager
Tax Director
Business Development Director
Strategy Director
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