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A Share Swap Agreement is a specialized legal document used when two parties wish to exchange ownership of shares in different companies. This document becomes particularly relevant in the Austrian business context where such transactions must comply with specific local regulatory requirements and EU directives. The agreement typically includes detailed provisions about share valuation, transfer mechanics, tax implications, and necessary regulatory approvals. It's commonly used in strategic corporate restructuring, cross-border transactions, or investment portfolio rebalancing. The document must align with Austrian corporate law requirements, including the Companies Act (Aktiengesetz) and Capital Markets Act (Kapitalmarktgesetz), while also considering EU regulations such as the Market Abuse Regulation. The agreement is particularly important when dealing with listed companies or when the transaction could trigger takeover regulations under Austrian law.

1. Parties: Identification of the parties entering into the share swap agreement, including full legal names, registration details, and addresses

2. Background: Context of the transaction, including the purpose of the share swap and brief description of the shares being swapped

3. Definitions: Detailed definitions of terms used throughout the agreement, including financial terms, calculation methods, and relevant dates

4. Swap Terms: Core terms of the swap including share details, exchange ratio, and implementation mechanism

5. Settlement Mechanics: Procedures for executing the swap, including timing, delivery methods, and settlement instructions

6. Representations and Warranties: Standard and transaction-specific representations and warranties from both parties

7. Conditions Precedent: Prerequisites that must be satisfied before the swap becomes effective

8. Covenants: Ongoing obligations of the parties during the term of the agreement

9. Events of Default: Circumstances constituting default and consequences thereof

10. Termination Rights: Circumstances under which either party may terminate the agreement and the consequences

11. Tax Provisions: Allocation of tax liabilities and responsibilities

12. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

13. Notices: Communication procedures and contact details for formal notices

14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments