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Assignment Of Shares Template for Austria

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Key Requirements PROMPT example:

Assignment Of Shares

"I need an Assignment of Shares agreement for transferring 40% of shares in an Austrian GmbH tech startup to a venture capital investor, with specific provisions for board representation and anti-dilution rights."

Document background
The Assignment of Shares agreement is a crucial document used in Austrian corporate transactions when transferring ownership of shares between parties. It is essential for both private and public companies, though the specific requirements vary depending on whether the company is a GmbH (governed by GmbHG) or AG (governed by AktG). The document must be executed as a notarial deed under Austrian law, making it distinct from share transfer agreements in many other jurisdictions. The agreement typically includes detailed information about the shares being transferred, payment terms, warranties about the shares and the company, and various closing conditions. It's commonly used in business acquisitions, corporate restructuring, investment transactions, and succession planning, requiring careful consideration of Austrian tax implications and corporate law compliance.
Suggested Sections

1. Parties: Identification of the Assignor (seller) and Assignee (buyer), including full legal names, registration numbers, and addresses

2. Background: Context of the transaction, description of the Company whose shares are being transferred, and current ownership structure

3. Definitions: Definitions of key terms used throughout the agreement, including 'Shares', 'Completion Date', 'Purchase Price', etc.

4. Subject Matter of Assignment: Detailed description of the shares being transferred, including number, class, and nominal value

5. Purchase Price: Specification of the consideration, payment terms, and payment mechanics

6. Completion: Timing and mechanics of the transfer, including actions required at completion

7. Assignor's Representations and Warranties: Standard warranties regarding share ownership, authority to sell, and absence of encumbrances

8. Company-Related Representations and Warranties: Warranties regarding the company's status, financial position, and business

9. Covenants: Ongoing obligations of the parties, including cooperation for transfer registration

10. Taxes and Costs: Allocation of transfer taxes, notary fees, and other transaction costs

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Confirmation of Austrian law application and jurisdiction for disputes

13. Notarial Deed Requirements: Mandatory language for Austrian notarial requirements

Optional Sections

1. Purchase Price Adjustment: Include when price is subject to post-completion adjustments based on accounts or other metrics

2. Non-Competition: Include when assignor is restricted from competing post-transfer

3. Confidentiality: Include when specific confidentiality obligations are required beyond completion

4. Tag-Along Rights: Include when other shareholders have tag-along rights that need to be addressed

5. Regulatory Approvals: Include when transfer requires regulatory or competition authority approvals

6. Employee Matters: Include when specific employee-related warranties or obligations are necessary

7. Intellectual Property: Include when IP assets are material to the transaction value

8. Bank Financing: Include when purchase price is funded through bank financing requiring specific provisions

Suggested Schedules

1. Company Information: Details of the company including registration number, registered office, directors, etc.

2. Share Certificate Details: Copies or details of share certificates being transferred

3. Existing Shareholder Resolutions: Any required shareholder approvals or waivers for the transfer

4. Purchase Price Calculation: Detailed methodology for calculating final purchase price if adjustments apply

5. Encumbrances: List of any existing encumbrances on the shares

6. Required Consents: List of third-party consents required for the transfer

7. Company Accounts: Recent financial statements of the company

8. Transfer Forms: Required Austrian share transfer forms and registrations

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 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

Private Equity

Venture Capital

Professional Services

Manufacturing

Technology

Real Estate

Retail

Healthcare

Energy

Telecommunications

Construction

Agriculture

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Tax

Compliance

Risk Management

Strategy

Business Development

Corporate Secretariat

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Investment Manager

Corporate Secretary

Finance Director

Mergers & Acquisitions Director

Investment Banker

Private Equity Manager

Venture Capital Manager

Business Development Director

Commercial Director

Strategy Director

Risk Manager

Compliance Officer

Tax Director

Board Member

Industries








Teams

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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