A Share Swap Agreement is utilized when companies wish to exchange ownership stakes, often as part of strategic alliances, corporate restructuring, or business combinations. This document, governed by New Zealand law, is essential for transactions where parties prefer share-based consideration rather than cash. The agreement comprehensively addresses key aspects such as share valuation, exchange ratios, conditions precedent, and completion mechanics. It must comply with New Zealand's regulatory framework, including the Financial Markets Conduct Act 2013, Companies Act 1993, and relevant tax legislation. The document is particularly valuable for cross-border transactions, joint ventures, and situations where companies seek to align their interests through mutual ownership structures.
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1. Parties: Identification of the parties entering into the share swap agreement
2. Background: Context of the transaction and high-level description of the share swap arrangement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Share Swap Terms: Core terms of the swap including description of shares to be exchanged and swap ratio
5. Completion: Timing and mechanics for completing the share swap
6. Conditions Precedent: Conditions that must be satisfied before the share swap can complete
7. Representations and Warranties: Standard representations and warranties about the shares being exchanged and authority to enter into the transaction
8. Pre-completion Obligations: Obligations of the parties between signing and completion
9. Confidentiality: Obligations regarding confidential information
10. Announcements: Requirements for public announcements about the transaction
11. Costs: Allocation of transaction costs
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement
1. Regulatory Compliance: Required if the share swap needs specific regulatory approvals or notifications
2. Tax Provisions: Detailed tax provisions if there are specific tax implications that need to be addressed
3. Multiple Completion Dates: Required if the share swap will occur in stages
4. Security Arrangements: Required if any security is being provided for obligations under the agreement
5. Break Fee: Include if parties agree to break fees for non-completion
6. Earn-out Provisions: Required if part of the swap consideration is contingent on future performance
7. Non-compete Provisions: Include if parties agree to restrictions on future business activities
1. Schedule 1 - Details of Shares Being Exchanged: Detailed description of the shares being swapped, including share certificates numbers and company details
2. Schedule 2 - Completion Requirements: Detailed list of actions and documents required at completion
3. Schedule 3 - Form of Transfer Documents: Pro forma share transfer forms and other required documentation
4. Schedule 4 - Valuation Methodology: Detailed methodology for valuing the shares if applicable
5. Schedule 5 - Warranties: Detailed warranties about the shares and underlying businesses
6. Appendix A - Corporate Authorizations: Copies of board resolutions and other corporate approvals
7. Appendix B - Regulatory Approvals: Copies of required regulatory approvals or notifications
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