Shares Subscription Agreement Template for Austria

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Key Requirements PROMPT example:

Shares Subscription Agreement

"I need a Shares Subscription Agreement under Austrian law for my tech startup issuing 10,000 Series A preferred shares to a venture capital firm, with specific anti-dilution protection and board appointment rights for the investor."

Document background
The Shares Subscription Agreement is a fundamental document used in corporate financing transactions under Austrian law when a company seeks to issue new shares to investors. This agreement is essential for both private and public companies looking to raise capital through equity financing. The document must comply with the Austrian Stock Corporation Act (Aktiengesetz), the Austrian Commercial Code (UGB), and relevant EU regulations. It typically includes detailed provisions about the share subscription process, payment terms, representations and warranties, and closing conditions. The agreement is particularly important in the Austrian context as it must address specific local requirements regarding share capital, corporate governance, and shareholder rights. The document serves multiple purposes: it legally binds the parties to the share subscription, provides evidence of the transaction for regulatory compliance, and establishes a clear framework for the rights and obligations of both the issuing company and the subscriber.
Suggested Sections

1. Parties: Identification of the issuing company and the subscriber(s)

2. Background: Context of the share issuance, including corporate approvals and purpose of the subscription

3. Definitions: Definitions of key terms used throughout the agreement

4. Subscription: Details of shares being subscribed for, including number, class, and price per share

5. Payment Terms: Terms and method of payment for the subscribed shares

6. Closing: Conditions precedent, closing mechanics, and timing

7. Representations and Warranties of the Company: Company's confirmations regarding its authority, share capital, and compliance with laws

8. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding capacity, financial ability, and investment intent

9. Covenants: Ongoing obligations of both parties

10. Completion Obligations: Actions to be taken at closing by each party

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for formal communications between parties

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Tag-Along Rights: Include when existing shareholders are granted the right to join in any sale of shares by the subscriber

2. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in a sale

3. Pre-emptive Rights: Include when existing shareholders are given priority rights in future share issuances

4. Anti-dilution Protection: Include when subscribers are protected against future dilutive share issuances

5. Board Representation: Include when subscriber is granted right to appoint board members

6. Information Rights: Include when subscriber is granted specific rights to company information

7. Share Transfer Restrictions: Include when specific limitations on share transfers are required

8. Regulatory Compliance: Include when specific regulatory requirements need to be addressed

Suggested Schedules

1. Corporate Information: Details of the company's share capital, directors, and corporate structure

2. Subscription Details: Detailed breakdown of shares being subscribed for, including share numbers and consideration

3. Form of Share Certificate: Template of share certificate to be issued

4. Corporate Authorizations: Copies of board and shareholder resolutions approving the share issuance

5. Disclosure Schedule: Exceptions to company representations and warranties

6. KYC Requirements: Required documentation for anti-money laundering compliance

7. Shareholders Agreement: If applicable, form of shareholders agreement to be executed

8. Payment Instructions: Bank account and payment details for subscription amount

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
Clauses
Relevant Industries

Financial Services

Banking

Investment Management

Private Equity

Venture Capital

Technology

Real Estate

Manufacturing

Healthcare

Energy

Infrastructure

Professional Services

Retail

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Treasury

Investment

Corporate Secretariat

Executive Leadership

Risk Management

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Private Equity Manager

Venture Capital Manager

Company Secretary

Legal Director

Corporate Finance Director

Investment Banker

Compliance Officer

Board Member

Managing Director

Finance Director

Corporate Development 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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