The Company Acquisition Agreement is a fundamental document used in mergers and acquisitions transactions under Austrian law. It is typically employed when one company intends to acquire another company, either through purchase of shares or assets. The document must comply with Austrian corporate law, including the Austrian Commercial Code (UGB) and specific regulations regarding company transfers. The agreement covers crucial aspects such as purchase price mechanisms, representations and warranties, liability provisions, and conditions precedent. It's particularly important in the Austrian context as it must address specific local requirements regarding employee rights, competition law clearances, and tax implications. The document serves as the cornerstone of the acquisition process, often accompanied by various ancillary agreements and due diligence findings.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and registration details
2. Background: Context of the transaction, including brief description of the target company and purpose of the acquisition
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including the assets or shares being transferred
5. Purchase Price: Details of the consideration, including amount, payment method, and any adjustments
6. Conditions Precedent: Conditions that must be satisfied before completion
7. Pre-Completion Obligations: Obligations of both parties between signing and completion
8. Completion: Details of the completion process, timing, and deliverables
9. Warranties: Seller's warranties regarding the company, its assets, and operations
10. Limitations on Liability: Limitations on seller's liability for warranty breaches and other claims
11. Covenants: Ongoing obligations including non-compete and confidentiality provisions
12. Tax Matters: Tax-related provisions and allocations of tax liabilities
13. Employees: Provisions regarding employees and employment contracts
14. Governing Law and Jurisdiction: Specification of Austrian law and jurisdiction details
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Earn-out Provisions: Include when part of purchase price is contingent on future performance
2. Real Estate: Include when significant real estate assets are involved
3. Intellectual Property: Include when IP assets are a significant part of the transaction
4. Environmental Matters: Include for companies with significant environmental exposure
5. Regulatory Compliance: Include for heavily regulated industries
6. Bank Financing: Include when transaction involves external financing
7. Post-Completion Integration: Include when specific integration steps are agreed
8. Data Protection: Include when significant personal data processing is involved
1. Company Details: Detailed information about the target company including corporate documents
2. Properties: List and details of all real estate owned or leased
3. Material Contracts: List and copies of all material contracts
4. Intellectual Property Rights: Details of all IP owned or licensed
5. Employee Information: List of employees and employment terms
6. Financial Statements: Recent financial statements and management accounts
7. Warranties: Detailed warranties schedule
8. Disclosure Letter: Seller's disclosures against the warranties
9. Completion Deliverables: List of documents to be delivered at completion
10. Permitted Encumbrances: List of permitted liens and encumbrances
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