A Stock Buyback Agreement is a crucial document used when an Austrian company decides to repurchase its own shares from existing shareholders. This action may be undertaken for various reasons, including returning excess capital to shareholders, increasing earnings per share, or implementing employee stock ownership programs. The agreement must comply with the Austrian Stock Corporation Act (Aktiengesetz), particularly §65, which sets specific conditions and limits for share buybacks. For listed companies, additional requirements under the Austrian Stock Exchange Act and EU Market Abuse Regulation must be considered. The document details the purchase terms, price determination, transfer mechanics, and necessary corporate approvals, while ensuring compliance with Austrian corporate governance requirements and shareholder rights protection.
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1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the buyback, including corporate approvals and reference to relevant shareholder/board resolutions
3. Definitions: Key terms used throughout the agreement, including specific Austrian legal terminology
4. Subject Matter of Purchase: Details of the shares being repurchased, including number, class, and nominal value
5. Purchase Price: Agreed price per share and total consideration, including calculation method and compliance with Austrian price regulations
6. Closing Conditions: Prerequisites for completion, including regulatory approvals and corporate authorizations
7. Representations and Warranties: Standard declarations by both parties, including seller's title to shares and company's authority to repurchase
8. Closing Mechanics: Process for transferring shares and payment, including timing and documentation requirements
9. Tax Provisions: Allocation of tax liabilities and responsibilities for tax payments
10. Confidentiality: Obligations regarding non-disclosure of agreement terms and company information
11. Governing Law and Jurisdiction: Specification of Austrian law and competent courts
12. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Market Abuse Prevention: Required for listed companies, detailing compliance with EU Market Abuse Regulation and Austrian securities laws
2. Shareholder Approval: Required when specific shareholder approval is needed under Austrian law
3. Stock Exchange Notifications: Required for listed companies, detailing disclosure obligations
4. Multiple Sellers Provisions: Required when multiple shareholders are selling shares, including allocation and priority rules
5. Employee Participation: Required for employee stock programs, including specific terms for employee shareholders
6. Foreign Investment Compliance: Required when foreign investment regulations apply to the transaction
7. Competition Law Compliance: Required when the buyback could have competition law implications
1. Schedule 1 - Share Details: Detailed description of shares being repurchased, including share certificates numbers and shareholding history
2. Schedule 2 - Corporate Authorizations: Copies of board resolutions, shareholder approvals, and other corporate authorizations
3. Schedule 3 - Calculation of Purchase Price: Detailed methodology for price calculation, including any valuation reports
4. Schedule 4 - Closing Checklist: List of documents and actions required for closing
5. Schedule 5 - Transfer Documents: Forms and documents required for share transfer under Austrian law
6. Appendix A - Disclosure Requirements: Summary of applicable disclosure requirements and forms (for listed companies)
7. Appendix B - Tax Declarations: Required tax forms and declarations
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