A Capital Investment Agreement is a crucial document used when an investor (either institutional or individual) plans to make a significant capital investment in a company under Austrian jurisdiction. This agreement is essential for both domestic and cross-border investments, particularly given Austria's position as an EU member state and its strategic location in Central Europe. The document typically includes detailed provisions on investment amount, share class rights, governance structures, exit mechanisms, and investor protections, all while ensuring compliance with Austrian corporate law, the Capital Market Act (KMG), and relevant EU regulations. It's particularly important for securing foreign direct investment while adhering to Austria's Foreign Investment Control Act (InvKG) when applicable. The agreement serves as a foundational document that governs the relationship between investors and the company, setting out clear terms for capital deployment, management rights, and future exit strategies.
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1. Parties: Identification of the investor(s), company, and any other relevant parties to the agreement
2. Background: Context of the investment, including company description and investment rationale
3. Definitions: Definitions of key terms used throughout the agreement
4. Investment Terms: Details of the investment amount, valuation, and type of securities being issued
5. Closing Conditions: Conditions precedent to the investment and closing mechanics
6. Representations and Warranties: Statements of fact and assurances from both the company and the investor
7. Investment Rights: Investor rights including information rights, inspection rights, and board representation
8. Transfer Restrictions: Limitations on transfer of securities and right of first refusal provisions
9. Anti-dilution Protection: Provisions protecting the investor's ownership percentage
10. Reporting and Information Rights: Company's obligations regarding financial and operational reporting
11. Confidentiality: Provisions regarding the treatment of confidential information
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Notices: Process and requirements for formal communications between parties
14. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Tag-Along Rights: Used when minority investors need protection to join in sales by majority shareholders
2. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in a sale
3. Pre-emptive Rights: Optional section for giving investors the right to participate in future funding rounds
4. Founder Commitments: Include when specific obligations or restrictions on founders are required
5. Exit Rights: Used when specific exit mechanisms or IPO rights need to be defined
6. Strategic Cooperation: Include when the investment includes strategic partnership elements
7. Employee Stock Option Pool: Required when establishing or modifying an ESOP as part of the investment
8. Compliance with Foreign Investment Laws: Include when foreign investors are involved requiring compliance with InvKG
1. Schedule 1: Capital Structure: Detailed breakdown of the company's capital structure pre and post-investment
2. Schedule 2: Subscription Details: Specific details of the securities being issued including rights and preferences
3. Schedule 3: Warranties: Comprehensive list of company warranties
4. Schedule 4: Company Information: Key company information including corporate documents and material contracts
5. Schedule 5: Business Plan: Company's business plan and financial projections
6. Schedule 6: Key Performance Indicators: Agreed metrics for monitoring company performance
7. Appendix A: Form of Shareholders' Agreement: Template or final form of the shareholders' agreement if separate
8. Appendix B: Corporate Resolutions: Required corporate approvals and resolutions
9. Appendix C: Deed of Adherence: Template for future investors or shareholders to join the agreement
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