The Agreement For Transfer Of Shares is a crucial document used in corporate transactions under Austrian law when ownership of company shares is being transferred between parties. It is commonly used in both private acquisitions and corporate restructurings, applying to transfers in GmbHs (limited liability companies) and AGs (stock corporations), though with different formal requirements. The document must comply with Austrian corporate law, particularly the UGB (Commercial Code), GmbHG (Limited Liability Companies Act), or AktG (Stock Corporation Act) depending on the company type. It typically includes comprehensive details about the transaction structure, purchase price mechanics, representations and warranties, and closing conditions. For GmbH share transfers, notarization is mandatory, and the agreement must address specific Austrian legal requirements regarding share transfer restrictions, corporate approvals, and tax implications. This document is essential for ensuring legal certainty in ownership transfers and protecting both parties' interests while maintaining compliance with Austrian regulatory requirements.
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1. Parties: Identification of the Seller(s) and Purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, description of the company, and current ownership structure
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Sale and Purchase: Core transaction terms including identification of shares, purchase price, and transfer commitment
5. Purchase Price: Detailed provisions on purchase price, payment method, and timing
6. Closing: Conditions precedent, closing mechanics, and required actions at completion
7. Seller's Warranties: Standard warranties regarding share ownership, company status, and business conditions
8. Purchaser's Warranties: Basic warranties regarding capacity to purchase and funding availability
9. Pre-Closing Obligations: Conduct of business between signing and closing
10. Tax Matters: Tax indemnities, allocations, and compliance requirements
11. Confidentiality: Provisions regarding transaction confidentiality and announcements
12. Notices: Format and delivery requirements for formal communications
13. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement
1. Employee Matters: Include when there are specific employment arrangements or concerns to address
2. Post-Closing Covenants: Include when specific post-closing obligations are required (e.g., non-compete provisions)
3. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
4. Bank Financing: Include when the purchase is dependent on external financing arrangements
5. Intellectual Property: Include when IP assets are material to the transaction
6. Real Estate: Include when the company owns significant real estate assets
7. Environmental Matters: Include when environmental risks or compliance is material to the business
8. Data Protection: Include when significant personal data processing is involved in the business
1. Share Details: Detailed description of shares being transferred including share certificates
2. Warranties: Detailed warranties schedule expanding on main agreement warranties
3. Disclosure Letter: Seller's disclosures against the warranties
4. Company Information: Key company details including corporate documents and financial statements
5. Properties: List of company properties and related information
6. Material Contracts: List of key contracts affecting the business
7. Intellectual Property: Schedule of IP rights owned or licensed by the company
8. Required Consents: List of third-party consents required for the transfer
9. Closing Documents: List of documents to be delivered at closing
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