The Equity Buyback Agreement is a crucial document used when an Austrian company wishes to repurchase its own shares from existing shareholders. This transaction type is governed by strict regulations under Austrian law, particularly the Stock Corporation Act (Aktiengesetz) and related corporate legislation. The agreement becomes necessary in various scenarios, including share capital restructuring, excess cash utilization, or implementing employee exit arrangements. It must carefully address Austrian-specific requirements regarding capital maintenance, shareholder equality, and corporate governance. The document typically includes detailed provisions on purchase price determination, transaction mechanics, regulatory compliance, and necessary corporate approvals. For listed companies, additional considerations regarding stock exchange regulations and market abuse rules must be incorporated. The Equity Buyback Agreement must also account for tax implications and potential works council involvement, making it a comprehensive instrument for executing share repurchases in the Austrian legal context.
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1. Parties: Identification of the company (buyer) and the shareholder(s) (seller(s))
2. Background: Context of the agreement, including company structure, reason for buyback, and current shareholding
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Sale and Purchase: Core transaction terms including number of shares, purchase price, and payment terms
5. Conditions Precedent: Required conditions to be met before completion, including corporate and regulatory approvals
6. Pre-Completion Obligations: Actions required by parties between signing and completion
7. Completion: Mechanics of closing, including timing, location, and deliverables
8. Seller's Warranties: Representations and warranties regarding share ownership, authority to sell, and absence of encumbrances
9. Company's Warranties: Representations and warranties regarding corporate authority and compliance
10. Tax Matters: Treatment of tax liabilities and obligations related to the transaction
11. Confidentiality: Obligations regarding transaction confidentiality and announcements
12. Costs: Allocation of transaction costs and expenses
13. Notices: Process for formal communications between parties
14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability
15. Governing Law and Jurisdiction: Confirmation of Austrian law governance and jurisdiction for disputes
1. Employee Matters: Required when seller is an employee, addressing employment relationship and benefits
2. Stock Exchange Compliance: Required for listed companies, addressing market disclosure and trading requirements
3. Third Party Rights: Required when shares are subject to pre-emption or other third-party rights
4. Earn-out Provisions: Used when part of purchase price is contingent on future events
5. Non-Competition: Used when seller needs to be restricted from competing post-sale
6. Multiple Sellers Provisions: Required when there are multiple selling shareholders
7. Security Arrangements: Used when payment is deferred or subject to adjustments
8. Works Council Approval: Required when works council consultation is necessary under Austrian law
1. Schedule 1 - Share Details: Details of shares being purchased including share certificates and shareholder register entries
2. Schedule 2 - Purchase Price Calculation: Detailed calculation of purchase price including any adjustments
3. Schedule 3 - Completion Deliverables: List of documents and items to be delivered at completion
4. Schedule 4 - Warranties: Detailed seller's warranties and any agreed qualifications
5. Schedule 5 - Corporate Approvals: Copies of required corporate approvals and resolutions
6. Schedule 6 - Regulatory Filings: List and copies of required regulatory filings and approvals
7. Appendix A - Share Transfer Form: Form of share transfer document compliant with Austrian law
8. Appendix B - Board Resolution: Form of board resolution approving the share buyback
9. Appendix C - Shareholder Resolution: Form of shareholder resolution if required under Austrian law
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