The Shareholder Subscription Agreement is a crucial document used in Austrian corporate transactions when a company issues new shares to investors. It serves as the primary legal instrument documenting the terms and conditions of share subscription, ensuring compliance with Austrian corporate law requirements, particularly the Aktiengesetz (Stock Corporation Act) and Unternehmensgesetzbuch (Commercial Code). This agreement is typically used in capital raising rounds, employee share schemes, or strategic investments, detailing critical aspects such as share price, payment terms, representations and warranties, and completion mechanics. It must be carefully drafted to account for both mandatory Austrian legal requirements and the specific commercial arrangements between the parties.
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1. Parties: Identification of the company issuing shares and the subscriber(s)
2. Background: Context of the share issuance, including corporate approvals and purpose of the subscription
3. Definitions: Key terms used throughout the agreement
4. Subscription: Details of shares being subscribed for, including number, class, and price
5. Payment Terms: Timing and method of payment for the subscribed shares
6. Completion: Conditions precedent, completion mechanics, and timing
7. Representations and Warranties: Statements of fact by both company and subscriber
8. Subscriber's Undertakings: Commitments made by the subscriber regarding the subscription
9. Company's Undertakings: Commitments made by the company regarding the share issuance
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
13. Execution: Signature blocks and execution formalities
1. Tag-Along Rights: Include when existing shareholders are granted the right to join in any sale of shares by the subscriber
2. Drag-Along Rights: Include when majority shareholders can force minority shareholders to join in a sale
3. Anti-Dilution Protection: Include when subscribers are to be protected against future dilutive share issuances
4. Board Appointment Rights: Include when subscriber is granted rights to appoint board members
5. Pre-emptive Rights: Include when subscribers are granted rights to participate in future share issues
6. Lock-up Period: Include when restrictions on share transfers for a specific period are required
7. Compliance with Shareholders' Agreement: Include when an existing shareholders' agreement must be adhered to
1. Share Capital Structure: Details of the company's share capital before and after subscription
2. Subscription Details: Detailed breakdown of shares being subscribed for, including price calculations
3. Form of Share Certificate: Template of the share certificate to be issued
4. Corporate Authorizations: Copies of board and shareholder resolutions approving the share issuance
5. Warranties: Detailed warranties given by the company and/or subscriber
6. Deed of Adherence: Form of deed to be signed if subscribing to existing shareholders' agreement
7. KYC Requirements: List of required due diligence documents for compliance purposes
8. Payment Instructions: Detailed banking and payment information
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