The Preliminary Share Purchase Agreement serves as a crucial initial step in Austrian M&A transactions, establishing the groundwork for share acquisitions while providing legal protection for all parties during the negotiation phase. This document is typically used when parties have agreed on basic terms but require a formal framework for due diligence and detailed negotiations. It includes both binding elements (such as confidentiality and exclusivity) and non-binding elements (such as the final purchase price and conditions), reflecting Austrian legal requirements and market practice. The agreement must comply with Austrian corporate law, particularly regarding share transfer restrictions and corporate approvals, while providing flexibility for the parties to progress toward a definitive agreement. It's especially important in complex transactions where detailed due diligence is required or when regulatory approvals need to be obtained.
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1. Parties: Identification of the seller(s) and buyer(s), including full legal names and addresses
2. Background: Context of the transaction, including brief description of the target company and transaction rationale
3. Definitions: Key terms used throughout the agreement
4. Subject Matter of the Transaction: Description of shares being sold, target company details, and basic transaction structure
5. Preliminary Purchase Price: Indicative purchase price or price calculation mechanism
6. Binding and Non-Binding Provisions: Clear delineation of which provisions are binding and which are subject to final agreement
7. Due Diligence: Framework for the due diligence process, including access to information and timeline
8. Timeline and Process: Key dates and steps towards definitive agreement
9. Exclusivity: Binding provisions regarding exclusive negotiations
10. Confidentiality: Binding confidentiality obligations
11. Costs and Expenses: Allocation of transaction costs and expenses
12. Governing Law and Jurisdiction: Specification of Austrian law and competent courts
13. Execution: Signature blocks and execution formalities
1. Break Fee: Provisions for break fee payment if either party withdraws under specified circumstances
2. Regulatory Conditions: Include when transaction requires regulatory approvals
3. Financing Arrangements: Include when buyer requires external financing
4. Employee Matters: Include when specific employee-related matters need preliminary agreement
5. Existing Due Diligence: Include when preliminary due diligence has already been conducted
6. Material Adverse Change: Include when specific events might affect transaction progression
7. Shareholders' Rights: Include when minority shareholders have specific rights that need addressing
8. Tax Structure: Include when preliminary agreement on tax structure is necessary
1. Corporate Structure: Organization chart and corporate information of target company
2. Share Information: Detailed description of shares, including class, rights, and current ownership
3. Preliminary Due Diligence Findings: Summary of any preliminary due diligence conducted to date
4. Indicative Timeline: Detailed timeline for transaction milestones and completion
5. Due Diligence Requirements: List of required documents and information for due diligence
6. Form of Confidentiality Agreement: If separate detailed NDA is required
7. Key Terms Sheet: Summary of key commercial terms for the final agreement
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