Stock Swap Agreement Template for Austria

1. Regulatory Compliance: Required when the swap involves regulated entities or triggers regulatory thresholds

2. Third Party Consents: Needed when the share swap requires approval from other stakeholders or regulatory bodies

3. Share Rights and Restrictions: Required when the shares carry special rights or restrictions that affect the swap

4. Anti-dilution Provisions: Include when protecting against future share dilution is necessary

5. Tag-Along/Drag-Along Rights: Needed when certain shareholders should have the right to join or be forced to join in future sales

6. Competition Law Compliance: Required when the swap might trigger merger control requirements

7. Post-Closing Adjustments: Include when the final exchange ratio might need adjustment based on future events

8. Employee Matters: Needed when the swap affects employee share schemes or rights

9. Intellectual Property Rights: Include when IP ownership or licenses are affected by the share swap

1. Schedule 1 - Share Details: Detailed description of shares being exchanged, including share certificates numbers and shareholder information

2. Schedule 2 - Valuation Report: Detailed valuation analysis and methodology

3. Schedule 3 - Closing Checklist: List of all documents and actions required for closing

4. Schedule 4 - Company Information: Detailed information about both companies involved in the swap

5. Schedule 5 - Encumbrances: List of any existing encumbrances on the shares

6. Appendix A - Board Resolutions: Copies of board resolutions approving the share swap

7. Appendix B - Regulatory Approvals: Copies of required regulatory approvals or filings

8. Appendix C - Share Certificates: Forms of new share certificates to be issued

9. Appendix D - Transfer Forms: Required share transfer forms under Austrian law