A Pooling Agreement is crucial in scenarios where multiple shareholders wish to act collectively to enhance their influence in corporate decision-making. This document type is particularly relevant in the Austrian business context, where it must comply with specific requirements under the Austrian Stock Corporation Act and Civil Code. The agreement typically includes detailed provisions on voting coordination, share transfer restrictions, and pool administration. Pooling Agreements are commonly used in family businesses, joint ventures, and situations where shareholders want to maintain a unified position. The document creates a binding framework for coordinated action while respecting Austrian corporate governance requirements and minority shareholder protections.
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1. Parties: Identification of all parties entering into the pooling agreement, including their legal form and registration details
2. Background: Context of the agreement, including shareholding details and purpose of the pooling arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and interpretation rules
4. Scope of the Pool: Details of shares/interests subject to the pooling agreement and any excluded interests
5. Voting Rights and Obligations: Mechanisms for coordinated exercise of voting rights, decision-making processes, and voting procedures
6. Pool Meetings and Administration: Procedures for pool meetings, notice requirements, quorum, and administration of the pool
7. Transfer Restrictions: Limitations on transfer of pooled shares and right of first refusal provisions
8. Representations and Warranties: Standard representations regarding ownership of shares and authority to enter agreement
9. Confidentiality: Obligations regarding confidential information shared within the pool
10. Term and Termination: Duration of the agreement and circumstances allowing termination
11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
12. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Pooling Committee: Optional section establishing a committee to manage pool affairs, recommended for larger pools
2. Tag-Along Rights: Optional protection allowing pool members to join in sale of shares by other members
3. Drag-Along Rights: Optional provision forcing minority pool members to join in sale of majority interests
4. Special Voting Arrangements: Additional voting arrangements for specific matters or circumstances
5. Dispute Resolution: Optional detailed dispute resolution procedures, including mediation steps
6. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, necessary if pool members are competitors
7. Deadlock Resolution: Mechanisms for resolving voting deadlocks, recommended for pools with equal voting rights
1. Schedule 1 - Pool Shares: Detailed list of shares subject to the pooling agreement, including share certificates numbers and ownership details
2. Schedule 2 - Initial Pool Members: List of initial pool members and their respective shareholdings
3. Schedule 3 - Voting Procedures: Detailed procedures for exercising voting rights and conducting pool meetings
4. Schedule 4 - Transfer Procedures: Detailed procedures for implementing share transfers and right of first refusal
5. Schedule 5 - Deed of Adherence: Form of deed for new members joining the pool
6. Appendix A - Pool Committee Rules: Rules governing the operation of the pool committee, if applicable
7. Appendix B - Power of Attorney: Form of power of attorney for voting rights delegation
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