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The Standby Equity Distribution Agreement (SEDA) is a strategic financing instrument used when companies need flexible access to capital markets while maintaining control over the timing and amount of funding. This agreement type is particularly valuable for Austrian public companies that require periodic capital injections but want to avoid the costs and time associated with traditional rights issues or placements. The document outlines the terms under which an investor commits to purchasing newly issued shares, including pricing mechanisms, draw down procedures, and compliance requirements under Austrian law. It's commonly used in growth sectors or by companies with variable capital needs, providing a more flexible alternative to traditional equity financing methods. The agreement must comply with Austrian corporate law, particularly the Aktiengesetz and Kapitalmarktgesetz, as well as relevant EU regulations regarding market abuse and securities trading.

1. Parties: Identification of the company (issuer) and the investor

2. Background: Context of the agreement, including company's need for financing and investor's willingness to provide capital

3. Definitions: Key terms used throughout the agreement, including financial metrics, trading days, and pricing mechanisms

4. Facility and Commitment: Details of the equity facility, including total commitment amount and term

5. Draw Down Terms: Mechanics and procedures for requesting and executing draw downs

6. Pricing Mechanism: Formula and procedures for determining the price of shares in each draw down

7. Conditions Precedent: Conditions that must be satisfied before draws can be made

8. Representations and Warranties: Standard and specific representations by both parties

9. Covenants: Ongoing obligations of the company and investor

10. Draw Down Limitations: Restrictions on timing, frequency, and size of draw downs

11. Closing Procedures: Process for completing each draw down transaction

12. Termination: Circumstances and procedures for ending the agreement

13. Events of Default: Circumstances constituting default and consequences

14. Confidentiality: Protection of confidential information

15. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction provisions