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The Equity Purchase Agreement serves as the primary transaction document in share acquisition deals under Austrian law. It is used when a party wishes to acquire ownership of a company through the purchase of its shares or equity interests, rather than through an asset purchase. The agreement must comply with Austrian corporate law requirements, including the Austrian Civil Code (ABGB), Commercial Code (UGB), and specific legislation governing different types of companies (such as the GmbHG for limited liability companies or AktG for stock corporations). The document typically includes detailed provisions on purchase price mechanisms, warranties, indemnities, conditions precedent, and closing mechanics, all tailored to meet Austrian legal requirements and market practice. It is particularly important in mergers and acquisitions, corporate restructurings, and investment transactions, requiring careful consideration of local regulatory requirements such as merger control notifications and foreign investment approvals.

1. Parties: Identification of the seller(s), purchaser(s) and the target company, including their full legal names, registration details, and addresses as required under Austrian law

2. Background: Context of the transaction, including description of the target company, its share capital structure, and the purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the description of shares being sold, purchase price, and transfer mechanics in accordance with Austrian corporate law requirements

5. Purchase Price: Detailed provisions on consideration, including payment terms, adjustments, and escrow arrangements if applicable

6. Conditions Precedent: Prerequisites for closing, including regulatory approvals (e.g., merger control) and third-party consents

7. Pre-Closing Obligations: Obligations of the parties between signing and closing, including conduct of business requirements

8. Closing: Mechanics and requirements for completion of the transaction, including required notarizations under Austrian law

9. Warranties: Seller's representations and warranties about the target company, its business and the shares

10. Limitations on Liability: Limitations on warranty claims and other liability restrictions

11. Tax Matters: Tax-related warranties, indemnities and allocation of tax risks

12. Confidentiality: Obligations regarding transaction confidentiality and public announcements

13. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction provisions

14. Miscellaneous: Standard boilerplate provisions including notices, entire agreement, and amendments