The Simple Share Purchase Agreement is a fundamental legal document used in Austrian corporate transactions for the transfer of company shares. This agreement is particularly suitable for straightforward share transfers where the transaction structure is uncomplicated and the parties require a streamlined approach. It is commonly used in small to medium-sized business acquisitions, family business transfers, or investment transactions where extensive warranties and complex conditions are not necessary. The document must comply with Austrian corporate law requirements, including the Austrian Civil Code (ABGB), Stock Corporation Act (AktG) for AGs, or Limited Liability Companies Act (GmbHG) for GmbHs. The agreement includes essential elements such as party details, share specifics, purchase price, payment terms, and basic warranties, while maintaining flexibility to add provisions based on specific transaction needs.
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1. Parties: Identification of the Seller(s) and Buyer(s) with full legal names and addresses
2. Background: Brief description of the company whose shares are being sold and the context of the transaction
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core provision defining the shares being sold and the agreement to sell and purchase
5. Purchase Price: Specification of the purchase price and payment terms
6. Completion: Details of when and how the transfer will be completed, including actions required at completion
7. Seller's Warranties: Basic warranties regarding share ownership, authority to sell, and company status
8. Buyer's Warranties: Basic warranties regarding authority to purchase and financial capacity
9. Confidentiality: Obligations to keep the transaction and related information confidential
10. Notices: How formal notices under the agreement should be given
11. Governing Law and Jurisdiction: Confirmation of Austrian law as governing law and jurisdiction for disputes
12. Entire Agreement: Confirmation that the agreement represents the entire understanding between the parties
1. Price Adjustment: Include when the purchase price may be adjusted based on completion accounts or other factors
2. Conditions Precedent: Include when completion is subject to certain conditions being satisfied
3. Non-Competition: Include when seller restrictions post-completion are required
4. Tax Covenant: Include when specific tax arrangements or indemnities are needed
5. Break Fee: Include when parties agree to compensation if the deal fails under certain circumstances
6. Interim Period Obligations: Include when there's a gap between signing and completion requiring specific company management rules
7. Employee Matters: Include when specific arrangements for employees are needed post-completion
8. Limitation of Liability: Include when parties want to cap their potential liability under the warranties
1. Details of the Company: Complete corporate information including registration number, registered office, directors, etc.
2. Details of the Shares: Full description of the shares being sold including share numbers and class
3. Completion Requirements: List of documents and actions required at completion
4. Warranties: Detailed warranties (if more extensive than those in main agreement)
5. Disclosed Documents: List of documents disclosed against the warranties
6. Company Properties: Details of any significant company properties (if relevant)
7. Form of Transfer Deed: Template for the share transfer deed required under Austrian law
8. Company Accounts: Recent financial statements of the company
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Professional Services
Technology
Manufacturing
Retail
Real Estate
Healthcare
Energy
Transportation
Construction
Hospitality
Media and Entertainment
Agriculture
Education
Relevant Teams
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Treasury
Compliance
Corporate Secretariat
Risk Management
Business Development
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Managing Director
Corporate Lawyer
Legal Counsel
Company Secretary
Finance Director
Business Development Manager
Investment Manager
Corporate Development Director
Mergers & Acquisitions Manager
General Counsel
Compliance Officer
Financial Controller
Board Member
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