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Stock Buy Back Agreement
"Need a Stock Buy Back Agreement for our Austrian private limited company to repurchase 15% of shares from a retiring founder-shareholder, with completion planned for March 2025 and payment in three installments."
1. Parties: Identification of the company purchasing its shares and the selling shareholder(s)
2. Background: Context of the share buyback, including relevant corporate approvals and compliance with Austrian Stock Corporation Act requirements
3. Definitions: Key terms used throughout the agreement, including specific Austrian legal terminology
4. Sale and Purchase: Core terms of the transaction, including number of shares, purchase price, and payment method
5. Conditions Precedent: Required conditions before completion, including necessary corporate and regulatory approvals
6. Completion: Mechanics and timing of the transfer, including delivery of share certificates or electronic transfer procedures
7. Seller's Warranties: Representations regarding share ownership, authority to sell, and absence of encumbrances
8. Company's Warranties: Representations regarding corporate authority, compliance with Austrian law, and financial capacity
9. Tax Provisions: Treatment of taxes arising from the transaction under Austrian tax law
10. Confidentiality: Obligations regarding transaction confidentiality and permitted disclosures
11. Notices: formal communication procedures between parties
12. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes
1. Regulatory Compliance: Additional provisions for listed companies regarding stock exchange rules and market abuse regulations
2. Financing Arrangements: Terms of any external financing for the buyback, if applicable
3. Shareholder Approval: Detailed provisions about shareholder approval process, if not already obtained
4. Tag-Along Rights: Rights of other shareholders to participate in the buyback, if applicable
5. Post-Completion Covenants: Ongoing obligations after the buyback, such as non-competition or continued employment
6. Break Fee: Provisions for compensation if the transaction fails to complete under specific circumstances
7. Market Disclosure: Requirements for public announcements for listed companies
1. Schedule 1 - Share Details: Detailed information about the shares being purchased, including share certificates numbers if applicable
2. Schedule 2 - Purchase Price Calculation: Methodology for determining the purchase price, including any adjustments
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Corporate Approvals: Copies of relevant board and shareholder resolutions
5. Schedule 5 - Seller's Warranties: Detailed warranties given by the selling shareholder(s)
6. Appendix A - Form of Transfer Deed: Template for share transfer documentation
7. Appendix B - Regulatory Filings: Forms and notifications required under Austrian law
Authors
Financial Services
Banking
Investment Management
Professional Services
Technology
Manufacturing
Retail
Energy
Real Estate
Healthcare
Telecommunications
Legal
Finance
Corporate Secretariat
Treasury
Compliance
Risk Management
Investor Relations
Corporate Governance
Tax
Regulatory Affairs
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Finance Director
Treasury Manager
Compliance Officer
Board Member
Company Director
Investment Manager
Shareholder Relations Manager
Corporate Governance Officer
Financial Controller
Risk Manager
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