The Share Purchase Agreement is a fundamental transaction document used in Austrian corporate acquisitions to transfer ownership of company shares from one party to another. This document is essential when acquiring or selling partial or full ownership in Austrian companies, whether private or public, and must comply with Austrian corporate law requirements, including the Austrian Civil Code (ABGB), Commercial Code (UGB), and relevant corporate statutes. The agreement typically includes detailed provisions on purchase price mechanisms, warranties about the company's condition, indemnities, closing conditions, and post-closing covenants. It's particularly important in cross-border transactions involving Austrian entities, where alignment with local legal requirements and market practices is crucial. The document serves as the primary record of the parties' rights and obligations in the share transfer process.
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1. Parties: Identification of buyer, seller, and any guarantors or other relevant parties
2. Background: Context of the transaction, including description of the target company and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Sale and Purchase: Core transaction terms including shares being sold and purchase price
5. Purchase Price and Payment: Detailed price structure, payment mechanisms, and timing
6. Closing: Conditions precedent, closing mechanics, and deliverables
7. Seller's Warranties: Standard representations about the seller's capacity and ownership of shares
8. Business Warranties: Warranties regarding the target company's business, assets, and liabilities
9. Limitations on Seller's Liability: Scope, time limits, and financial caps on warranty claims
10. Buyer's Warranties: Representations about the buyer's capacity and ability to complete the transaction
11. Pre-Closing Covenants: Obligations between signing and closing, including conduct of business
12. Tax Matters: Tax-related warranties, indemnities, and allocation of tax liabilities
13. Confidentiality: Obligations regarding transaction and business information confidentiality
14. Announcements: Rules for public statements about the transaction
15. Notices: Format and delivery requirements for formal communications
16. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Earn-out Provisions: Used when part of purchase price is contingent on future performance
2. Seller Financing: Included when seller provides financing for part of purchase price
3. Non-Competition: Required when seller needs to be restricted from competing post-sale
4. Transition Services: Needed when seller will provide services to target company post-closing
5. Employee Matters: Specific provisions for key employees or management
6. Real Estate Matters: Special provisions for significant real estate assets
7. Intellectual Property: Detailed IP provisions for technology-focused companies
8. Environmental Matters: Required for companies with environmental risks or obligations
9. Data Protection: Specific provisions for companies processing personal data
10. Regulatory Compliance: Additional provisions for heavily regulated industries
1. Details of the Target Company: Corporate information, shareholding structure, and subsidiaries
2. Shares Being Sold: Detailed description of shares including class, numbers, and any encumbrances
3. Purchase Price Calculation: Detailed methodology for price adjustments and calculations
4. Closing Deliverables: List of all documents and items to be delivered at closing
5. Warranties: Detailed business warranties and any specific disclosures
6. Properties: List and details of real estate owned or leased
7. Material Contracts: Summary of key business agreements
8. Intellectual Property Rights: List of IP assets and registrations
9. Employee Information: Details of key employees and benefit arrangements
10. Permitted Leakage: Agreed exceptions to locked box provisions if applicable
11. Data Room Index: List of due diligence documents provided
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Manufacturing
Technology
Real Estate
Healthcare
Retail
Energy
Professional Services
Construction
Telecommunications
Transportation
Hospitality
Agriculture
Media and Entertainment
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Management
Due Diligence
Compliance
Treasury
Corporate Secretariat
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
General Counsel
Legal Director
Corporate Lawyer
M&A Lawyer
Investment Director
Business Development Director
Finance Director
Company Secretary
Head of Legal
Transaction Manager
Corporate Development Manager
Investment Manager
Due Diligence Manager
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