The Restricted Share Purchase Agreement is a crucial document used in Austrian corporate transactions where controlled share ownership and transfer are essential. It is commonly employed in private companies, start-ups, and family businesses where maintaining control over share ownership is paramount. The agreement details the terms and conditions for purchasing restricted shares, including specific transfer limitations, vesting schedules, and shareholder rights under Austrian law. It ensures compliance with the Austrian Stock Corporation Act (Aktiengesetz) and other relevant regulations while protecting both the company's and shareholders' interests. This document is particularly valuable for employee share schemes, succession planning, or when companies wish to maintain tight control over their shareholder base.
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1. Parties: Identification of the seller, purchaser, and company whose shares are being sold
2. Background: Context of the transaction, including company information and purpose of the restricted share arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase of Shares: Core transaction terms including number of shares, price, and payment terms
5. Transfer Restrictions: Detailed provisions on transfer limitations, lock-up periods, and conditions for permitted transfers
6. Right of First Refusal: Process and terms for existing shareholders' rights to purchase shares before transfer to third parties
7. Tag-Along and Drag-Along Rights: Minority protection and majority exit mechanisms
8. Share Certificates and Shareholder Register: Requirements for documentation of ownership and registration
9. Representations and Warranties: Statements of fact and assurances from both parties
10. Termination: Circumstances under which the agreement can be terminated and consequences
11. Confidentiality: Obligations regarding non-disclosure of company information
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of Austrian law application and dispute resolution forum
14. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Vesting Provisions: Used when shares vest over time, typically in employee arrangements
2. Call Option: Company's right to repurchase shares under specific circumstances
3. Put Option: Shareholder's right to sell shares back to the company
4. Employment Relationship Provisions: Include when shares are tied to employment status
5. Tax Provisions: Detailed tax treatment and obligations when specific tax structures are needed
6. Management Rights: Special rights or obligations regarding company management
7. Information Rights: Special provisions for access to company information
8. Anti-dilution Protection: Protection against share value dilution in future funding rounds
9. Bad Leaver Provisions: Consequences for shareholders who leave under negative circumstances
1. Share Details: Detailed description of shares including class, rights, and current ownership
2. Company Information: Key corporate details including registration number, registered office, and directors
3. Deed of Adherence: Template for new shareholders to join the agreement
4. Transfer Notice: Form for notifying intent to transfer shares
5. Vesting Schedule: Detailed timeline and conditions for share vesting if applicable
6. Shareholder Resolutions: Any required corporate approvals for the share transfer
7. Calculation of Purchase Price: Formula or methodology for determining share value
8. Transfer Restrictions Register: Record of all transfer restrictions affecting the shares
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