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Shares Agreement Template for Austria

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Key Requirements PROMPT example:

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."

Document background
The Shares Agreement (Aktien眉bertragungsvertrag) is a fundamental document used in Austrian corporate transactions to facilitate the transfer of company shares between parties. This agreement is essential when executing share purchases, sales, or transfers in Austria, whether for complete or partial ownership changes in companies. The document must comply with Austrian corporate law, particularly the Aktiengesetz (Stock Corporation Act) and Unternehmensgesetzbuch (Commercial Code), while addressing specific requirements for share transfers, including necessary corporate approvals, registration requirements, and tax considerations. The agreement typically includes detailed provisions on purchase price, payment terms, warranties, representations, pre-completion and post-completion obligations, and various protective clauses for both buyers and sellers. It's particularly important in mergers and acquisitions, corporate restructuring, and investment transactions within the Austrian business landscape.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Relevant legal definitions














































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Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Energy

Retail

Professional Services

Transportation

Media & Entertainment

Construction

Agriculture

Mining

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Tax

Compliance

Treasury

Executive Leadership

Board of Directors

Company Secretariat

Relevant Roles

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

Industries








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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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