Stock Buy Back Agreement Template for Austria

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Key Requirements PROMPT example:

Stock Buy Back Agreement

"Need a Stock Buy Back Agreement for our Austrian private limited company to repurchase 15% of shares from a retiring founder-shareholder, with completion planned for March 2025 and payment in three installments."

Document background
The Stock Buy Back Agreement is a crucial document used when an Austrian company decides to repurchase its own shares from existing shareholders, a process strictly regulated under the Austrian Stock Corporation Act (Aktiengesetz). This type of agreement is commonly utilized for various corporate purposes, including capital structure optimization, excess cash utilization, or implementing employee stock ownership programs. The document must carefully address the specific requirements of Austrian corporate law, including limitations on the percentage of shares that can be repurchased, price restrictions, and necessary corporate approvals. For listed companies, additional considerations regarding market abuse regulations and stock exchange rules must be incorporated. The agreement typically includes detailed provisions on purchase price determination, transfer mechanics, warranties, and tax implications, ensuring compliance with both domestic and applicable EU regulations.
Suggested Sections

1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)

2. Background: Context of the share buyback, including relevant corporate approvals and compliance with Austrian Stock Corporation Act requirements

3. Definitions: Key terms used throughout the agreement, including specific Austrian legal terminology

4. Sale and Purchase: Core terms of the transaction, including number of shares, purchase price, and payment method

5. Conditions Precedent: Required conditions before completion, including necessary corporate and regulatory approvals

6. Completion: Mechanics and timing of the transfer, including delivery of share certificates or electronic transfer procedures

7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances

8. Company's Warranties: Representations regarding corporate authority, compliance with Austrian law, and financial capacity

9. Tax Provisions: Treatment of taxes arising from the transaction under Austrian tax law

10. Confidentiality: Obligations regarding transaction confidentiality and permitted disclosures

11. Notices: formal communication procedures between parties

12. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

Optional Sections

1. Regulatory Compliance: Additional provisions for listed companies regarding stock exchange rules and market abuse regulations

2. Financing Arrangements: Terms of any external financing for the buyback, if applicable

3. Shareholder Approval: Detailed provisions about shareholder approval process, if not already obtained

4. Tag-Along Rights: Rights of other shareholders to participate in the buyback, if applicable

5. Post-Completion Covenants: Ongoing obligations after the buyback, such as non-competition or continued employment

6. Break Fee: Provisions for compensation if the transaction fails to complete under specific circumstances

7. Market Disclosure: Requirements for public announcements for listed companies

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the shares being purchased, including share certificates numbers if applicable

2. Schedule 2 - Purchase Price Calculation: Methodology for determining the purchase price, including any adjustments

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Corporate Approvals: Copies of relevant board and shareholder resolutions

5. Schedule 5 - Seller's Warranties: Detailed warranties given by the selling shareholder(s)

6. Appendix A - Form of Transfer Deed: Template for share transfer documentation

7. Appendix B - Regulatory Filings: Forms and notifications required under Austrian law

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
Relevant Industries

Financial Services

Banking

Investment Management

Professional Services

Technology

Manufacturing

Retail

Energy

Real Estate

Healthcare

Telecommunications

Relevant Teams

Legal

Finance

Corporate Secretariat

Treasury

Compliance

Risk Management

Investor Relations

Corporate Governance

Tax

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Corporate Lawyer

Finance Director

Treasury Manager

Compliance Officer

Board Member

Company Director

Investment Manager

Shareholder Relations Manager

Corporate Governance Officer

Financial Controller

Risk 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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