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Shares Agreement
"I need an Austrian Shares Agreement for the purchase of 100% of shares in a private manufacturing company, with completion scheduled for March 15, 2025, including standard warranties and a post-completion non-compete clause for the selling shareholders."
1. Parties: Identification of all parties to the agreement, including full legal names, registration details, and addresses
2. Background: Context of the transaction, including description of the company whose shares are being transferred and the purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Sale and Purchase: Core transaction terms, including number of shares, price, and basic transfer obligations
5. Purchase Price: Detailed provisions regarding the purchase price, payment terms, and payment mechanics
6. Completion: Requirements and mechanics for completing the transfer, including timing and delivery of documents
7. Seller's Warranties: Warranties given by the seller regarding the shares, company, and their authority to sell
8. Buyer's Warranties: Warranties given by the buyer regarding their authority and ability to purchase
9. Pre-Completion Obligations: Obligations of parties between signing and completion, including conduct of business requirements
10. Confidentiality: Provisions regarding confidential information and its protection
11. Notices: Process and requirements for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Purchase Price Adjustments: Mechanisms for adjusting the purchase price based on completion accounts or other criteria
2. Earn-out Provisions: Details of any earn-out arrangement if part of purchase price is contingent on future performance
3. Tag-Along Rights: Rights of minority shareholders to join in the sale on same terms
4. Drag-Along Rights: Rights of majority shareholders to force minorities to join in the sale
5. Non-Competition: Restrictions on seller's future competitive activities
6. Employee Matters: Provisions dealing with key employees or management
7. Tax Covenants: Specific provisions dealing with tax liabilities and indemnities
8. Intellectual Property Rights: Special provisions regarding IP ownership and transfer
9. Break Fee: Provisions for payment if the transaction fails to complete
10. Shareholder Loans: Treatment of any existing shareholder loans
1. Share Details: Detailed description of shares being transferred, including share certificates numbers and class rights
2. Company Information: Details of the company including corporate information, subsidiaries, and material contracts
3. Warranties: Detailed warranties given by the seller regarding the company and its business
4. Properties: List and details of company's real estate assets
5. Intellectual Property: Schedule of company's IP rights and registrations
6. Employee Information: Details of key employees and their terms of employment
7. Material Contracts: List and summary of company's material contracts
8. Completion Deliverables: List of documents and actions required at completion
9. Form of Resignation Letters: Template resignation letters for departing directors
10. Disclosure Letter: Seller's disclosures against the warranties
Authors
Financial Services
Technology
Manufacturing
Real Estate
Healthcare
Energy
Retail
Professional Services
Transportation
Media & Entertainment
Construction
Agriculture
Mining
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Treasury
Executive Leadership
Board of Directors
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Company Secretary
Managing Director
Finance Director
Investment Manager
M&A Director
Corporate Development Manager
Board Member
Compliance Officer
Tax Director
Business Development Director
General Counsel
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