The Investment And Shareholders Agreement is a crucial document used when new investors are entering a company or when existing shareholder relationships need to be formally structured under Austrian law. It combines elements of an investment agreement with comprehensive shareholders' rights and obligations, making it particularly suitable for growth-stage companies, venture capital investments, and strategic corporate investments. The agreement must comply with Austrian corporate law requirements, including the GmbHG for limited liability companies or AktG for stock corporations, and may need to address foreign investment regulations for international investors. The document typically includes detailed provisions on corporate governance, share transfer restrictions, anti-dilution protection, and exit rights, while also incorporating local market practices and regulatory requirements specific to Austria.
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1. Parties: Identification of all parties to the agreement including the company, existing shareholders, and investors
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Investment Terms: Details of the investment amount, share class, price per share, and payment terms
5. Completion Mechanics: Steps for completing the investment, including conditions precedent and timing
6. Warranties and Representations: Warranties given by the company, existing shareholders, and investors
7. Corporate Governance: Board composition, appointment rights, voting rights, and management structure
8. Shareholder Rights and Obligations: Rights and obligations of different shareholder classes, including voting and dividend rights
9. Share Transfer Restrictions: Limitations on transfer of shares, right of first refusal, tag-along and drag-along rights
10. Reserved Matters: Decisions requiring special majority or investor consent
11. Information Rights: Shareholders' rights to company information and financial reports
12. Exit Provisions: Mechanisms for company sale, IPO, or other exit events
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Anti-dilution Protection: Provisions protecting investors from dilution in future funding rounds
2. Founder Commitments: Specific obligations for founders including non-compete and service commitments
3. Employee Share Option Pool: Terms for employee share schemes and option pools
4. Intellectual Property Rights: Specific provisions regarding IP ownership and protection
5. Strategic Investor Rights: Special rights for strategic investors such as first right of refusal on commercial contracts
6. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
7. Dead Lock Resolution: Mechanisms for resolving shareholder or board deadlocks
8. Industry-Specific Regulations: Compliance with specific industry regulations (e.g., for regulated industries)
1. Cap Table: Current and post-investment shareholding structure
2. Company Information: Detailed company information including corporate records and structure
3. Warranties: Detailed warranties given by the company and existing shareholders
4. Business Plan: Company's business plan and financial projections
5. Board Regulations: Detailed procedures for board meetings and decision-making
6. Share Transfer Procedures: Detailed procedures for implementing share transfers
7. Key Performance Indicators: Specific KPIs and metrics for monitoring company performance
8. Form of Deed of Adherence: Template for new shareholders joining the agreement
9. Articles of Association: New or amended articles of association reflecting the investment
10. Completion Obligations: Detailed list of completion deliverables and requirements
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Real Estate
Healthcare
Financial Services
E-commerce
Renewable Energy
Biotechnology
Software
Retail
Professional Services
Media and Entertainment
Industrial
Consumer Goods
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Board of Directors
Investment
Mergers & Acquisitions
Corporate Governance
Risk Management
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Director
Managing Director
Board Member
Legal Counsel
Investment Manager
Corporate Development Manager
Finance Director
Compliance Officer
Company Secretary
Venture Capital Partner
Private Equity Manager
Head of Mergers & Acquisitions
Chief Investment Officer
Business Development Director
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