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Share Subscription And Shareholders Agreement

Share Subscription And Shareholders Agreement Template for Austria

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Key Requirements PROMPT example:

Share Subscription And Shareholders Agreement

"I need a Share Subscription and Shareholders Agreement under Austrian law for my tech startup, where a venture capital firm is investing 鈧2 million for a 25% stake, with completion planned for March 2025 and including specific provisions for future funding rounds and anti-dilution protection."

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Document background
The Share Subscription And Shareholders Agreement is a crucial document used when a company is seeking new investment while simultaneously establishing long-term arrangements between all shareholders. This document is particularly relevant in the Austrian legal context, where it must comply with specific corporate law requirements under the GmbH-Gesetz or Aktiengesetz, depending on the company type. It is typically used in funding rounds, strategic investments, or corporate restructuring situations. The agreement covers essential aspects such as share issuance terms, payment mechanics, warranties, corporate governance arrangements, minority protection rights, and share transfer restrictions. It serves both as an investment document and as a long-term charter governing shareholder relationships.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and new subscribers

2. Background: Context of the transaction, current shareholding structure, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules used throughout the agreement

4. Subscription for Shares: Details of share subscription, including number of shares, share class, and subscription price

5. Completion: Conditions precedent, completion mechanics, and timing for the share subscription

6. Payment and Capital Contribution: Terms of payment for subscribed shares and any additional capital contributions

7. Warranties and Representations: Warranties given by the company, existing shareholders, and new subscribers

8. Management and Corporate Governance: Board composition, appointment rights, and decision-making processes

9. Shareholders' Meetings: Procedures for convening and conducting shareholders' meetings, voting rights

10. Reserved Matters: Decisions requiring special majority or unanimous approval

11. Transfer Restrictions: Limitations on share transfers and pre-emptive rights

12. Confidentiality: Obligations regarding confidential information

13. Term and Termination: Duration of the agreement and termination provisions

14. General Provisions: Miscellaneous legal provisions including notices, amendments, and governing law

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when protection for minority shareholders or exit mechanisms are required

2. Anti-Dilution Protection: Include when protecting against future dilution of shareholding is necessary

3. Share Classes and Rights: Include when multiple share classes with different rights are being created

4. Dividend Policy: Include when specific dividend distribution rules need to be established

5. Non-Competition and Non-Solicitation: Include when restrictions on shareholders' competing activities are needed

6. Deadlock Resolution: Include when equal shareholding or specific deadlock risks exist

7. Put and Call Options: Include when specific exit rights for shareholders are required

8. Additional Financing Obligations: Include when future funding commitments need to be addressed

9. Industry-Specific Provisions: Include when regulated industries require specific provisions

Suggested Schedules

1. Schedule 1 - Share Capital and Shareholding Structure: Details of current and post-completion shareholding structure

2. Schedule 2 - Subscription Details: Detailed terms of share subscription including pricing calculations

3. Schedule 3 - Completion Requirements: List of documents and actions required for completion

4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval

5. Schedule 5 - Company Warranties: Detailed warranties given by the company

6. Schedule 6 - Form of Deed of Adherence: Template for future shareholders to accede to the agreement

7. Schedule 7 - Business Plan: Company's business plan and financial projections

8. Schedule 8 - Board Regulations: Detailed procedures for board operations and meetings

9. Appendix A - Articles of Association: Current or amended articles of association of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions




























































Clauses



































Relevant Industries

Technology and Software

Manufacturing

Real Estate

Financial Services

Healthcare and Biotechnology

Renewable Energy

E-commerce

Professional Services

Media and Entertainment

Infrastructure

Food and Beverage

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Compliance

Investment

Corporate Secretariat

Risk Management

Strategic Planning

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Investment Director

Managing Director

Board Member

Legal Counsel

Investment Manager

Corporate Development Manager

Finance Director

Compliance Officer

Company Secretary

Venture Capital Partner

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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