The Share Sale and Purchase Agreement is a crucial document used in corporate transactions involving the transfer of company ownership through share sales in Austria. It serves as the primary transaction document that captures all commercial terms agreed between the parties, including the precise mechanics of the share transfer, purchase price calculations and adjustments, seller warranties, and post-completion obligations. This agreement must comply with Austrian legal requirements, including provisions of the Austrian Civil Code (ABGB), Commercial Code (UGB), and relevant corporate laws depending on the company type (GmbH or AG). The document is particularly important as it provides legal protection for both parties and establishes clear rights and obligations throughout the transaction process. It typically results from extensive negotiations and due diligence, incorporating various risk allocation mechanisms and specific provisions addressing findings from the due diligence process.
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1. Parties: Identification of the seller(s) and purchaser(s) with full legal names and addresses
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Sale and Purchase: Core transaction terms including shares being sold, purchase price, and payment mechanics
5. Conditions Precedent: Conditions that must be satisfied before completion can occur
6. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
7. Completion: Mechanics of completion, including timing, location, and actions required
8. Warranties: Seller's warranties regarding the shares, target company, and business
9. Limitations on Liability: Limitations on seller's liability under the warranties and indemnities
10. Tax Covenants: Specific provisions dealing with tax matters and allocations
11. Confidentiality: Obligations regarding confidentiality of the transaction and company information
12. Announcements: Requirements for public announcements about the transaction
13. Further Assurance: Obligations to take further actions necessary to give effect to the agreement
14. Assignment: Restrictions on assignment of rights under the agreement
15. Notices: Process for giving formal notices under the agreement
16. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Management Protection: Provisions protecting existing management positions, used when management continuity is important
2. Non-Compete Provisions: Restrictions on seller's future competitive activities, included when seller could pose competitive threat
3. Earn-out Provisions: Structure for additional payments based on future performance, used when parties cannot agree on fixed price
4. Break Fee: Compensation payable if transaction fails under specific circumstances, used in higher-risk transactions
5. Employee Matters: Specific provisions regarding employees, used when significant employment issues exist
6. Intellectual Property: Detailed IP provisions, required when IP is a significant asset
7. Real Estate: Specific provisions for material real estate assets, used when real estate is significant
8. Data Protection: Detailed GDPR compliance provisions, required when significant personal data is involved
9. Environmental Matters: Specific environmental provisions, used for businesses with environmental risks
10. Bank Financing: Provisions relating to external financing, required when purchase is bank-financed
1. Details of the Target Company: Corporate information, shareholding structure, and key details of the target company
2. Completion Obligations: Detailed list of documents and actions required at completion
3. Warranties: Full set of warranties given by the seller
4. Disclosure Letter: Seller's disclosures against the warranties
5. Properties: Details of all real estate owned or leased by the target company
6. Intellectual Property: List of all IP rights owned or licensed by the target company
7. Material Contracts: List and details of key contracts of the target company
8. Employees: Details of employees including key terms of employment
9. Pension Schemes: Details of any pension arrangements
10. Tax Affairs: Details of tax positions and ongoing matters
11. Bank Accounts: Details of all bank accounts and banking arrangements
12. Data Room Index: Index of documents provided in due diligence
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