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Standby Equity Purchase Agreement

Standby Equity Purchase Agreement Template for Austria

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Key Requirements PROMPT example:

Standby Equity Purchase Agreement

"Need a Standby Equity Purchase Agreement for our Vienna-based biotech company seeking €50 million in flexible funding, with quarterly drawdown options starting March 2025, including specific provisions for clinical trial milestone-based pricing adjustments."

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Document background
The Standby Equity Purchase Agreement is a sophisticated financing instrument used by companies seeking flexible access to equity capital under Austrian law. This document is typically employed when a company wants to secure a reliable source of future funding without immediate dilution of existing shareholders. The agreement provides the company with the option, but not the obligation, to sell shares to the investor over a specified period, subject to agreed-upon pricing mechanisms and volume limitations. It must comply with Austrian corporate law, particularly the Stock Corporation Act (Aktiengesetz) and Capital Market Act (Kapitalmarktgesetz), as well as relevant EU regulations. The document includes comprehensive details about purchase mechanics, pricing formulas, regulatory compliance requirements, representations and warranties, and conditions for drawdowns.
Suggested Sections

1. Parties: Identification of the company and the investor

2. Background: Context of the agreement and basic transaction structure

3. Definitions: Key terms used throughout the agreement

4. Purchase Commitment: Basic terms of the investor's commitment to purchase shares

5. Commitment Period: Duration of the investor's commitment and any extension provisions

6. Pricing Mechanism: Formula for determining the purchase price of shares

7. Drawdown Mechanics: Process for the company to request share purchases

8. Conditions Precedent: Conditions that must be satisfied before purchases can occur

9. Representations and Warranties: Statements of fact by both parties

10. Covenants: Ongoing obligations of both parties

11. Closing Procedures: Process for completing each share purchase

12. Termination: Circumstances under which the agreement can be terminated

13. Indemnification: Obligations to compensate for losses or breaches

14. Confidentiality: Protection of confidential information

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Austrian law provisions and dispute resolution

17. General Provisions: Standard boilerplate clauses

Optional Sections

1. Registration Rights: Rights of the investor to require registration of shares for public trading, included if the company is or may become publicly traded

2. Market Making Restrictions: Restrictions on the investor's trading activities, included if required by market regulations

3. Shareholder Approval: Provisions regarding obtaining shareholder approval, included if required under corporate documents or law

4. Anti-Dilution Protection: Protection for the investor against dilutive events, included if negotiated

5. Minimum Price Protection: Floor price provisions for share purchases, included if negotiated

6. Financial Advisor Provisions: Terms related to financial advisors, included if advisors are involved in the transaction

Suggested Schedules

1. Calculation of Purchase Price: Detailed formula and examples of price calculations

2. Form of Drawdown Notice: Standard form for the company to request share purchases

3. Conditions Precedent Documents: List of required documents and certificates

4. Company Information: Key corporate and capital structure information

5. Form of Compliance Certificate: Standard form for confirming compliance with conditions

6. Restricted Jurisdictions: List of jurisdictions where shares cannot be sold

7. Form of Legal Opinions: Required format for legal opinions

8. Trading Parameters: Specific rules and restrictions on trading activities

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Austrian Financial Market Authority
Authorized Share Capital
Available Amount
Base Price
Basic Number of Shares
Blocking Period
Business Day
Closing
Closing Date
Commitment Amount
Commitment Period
Company
Compliance Certificate
Conditions Precedent
Confidential Information
Default
Drawdown
Drawdown Amount
Drawdown Closing
Drawdown Notice
Effective Date
Encumbrance
Event of Default
Exchange
Financial Statements
Force Majeure Event
Governmental Authority
Insolvency Event
Investor
Legal Requirements
Market Disruption Event
Material Adverse Effect
Maximum Commitment
Maximum Ownership Percentage
Minimum Price
Notice
Ordinary Shares
Permitted Assignee
Pricing Period
Purchase Price
Reference Price
Regulatory Approval
Relevant Trading Day
Requested Drawdown Amount
Securities Laws
Share Capital
Shareholder Approval
Subscription Price
Subsidiary
Suspension Event
Trading Day
Trading Rules
Transaction Documents
VWAP
Warranties
Clauses
Interpretation
Definitions
Share Purchase Commitment
Pricing
Drawdown Mechanics
Conditions Precedent
Closing Procedures
Representations and Warranties
Company Covenants
Investor Covenants
Regulatory Compliance
Securities Compliance
Trading Restrictions
Volume Limitations
Information Rights
Confidentiality
Public Announcements
Anti-Money Laundering
Market Abuse Prevention
Registration Rights
Indemnification
Force Majeure
Term and Termination
Events of Default
Assignment
Notices
Amendments
Governing Law
Dispute Resolution
Costs and Expenses
Severability
Entire Agreement
Counterparts
Relevant Industries

Financial Services

Banking

Investment Management

Public Companies

Technology

Healthcare

Real Estate

Manufacturing

Energy

Infrastructure

Telecommunications

Life Sciences

Relevant Teams

Legal

Finance

Treasury

Corporate Development

Investor Relations

Compliance

Risk Management

Board Secretariat

Corporate Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Finance Director

Treasury Manager

Investor Relations Officer

Compliance Officer

Legal Counsel

Investment Manager

Corporate Development Director

Board Member

Financial Controller

Risk Manager

Industries
Austrian Stock Corporation Act (Aktiengesetz): Governs the formation, organization, and operation of stock corporations, including provisions on share issuance, capital increases, and shareholder rights
Austrian Securities Act (Wertpapieraufsichtsgesetz 2018): Regulates securities trading, investment services, and investor protection measures
Austrian Capital Market Act (Kapitalmarktgesetz): Governs public offerings of securities, prospectus requirements, and capital market regulations
Austrian General Civil Code (ABGB): Provides the fundamental contract law principles, including formation, validity, and enforcement of contracts
Austrian Stock Exchange Act (Börsegesetz 2018): Regulates stock exchange operations, listing requirements, and trading rules for listed companies
Financial Market Authority Act (Finanzmarktaufsichtsbehördengesetz): Establishes the supervisory framework and powers of the Austrian Financial Market Authority
Austrian Banking Act (Bankwesengesetz): Regulates banking operations and financial institutions involved in securities transactions
EU Market Abuse Regulation (MAR): Provides framework for preventing market manipulation and insider trading in EU member states including Austria
EU Prospectus Regulation: Governs disclosure requirements for public offerings and admissions to trading of securities
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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