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Share Swap Agreement
"I need a Share Swap Agreement under Canadian law for exchanging common shares between two Ontario-based mining companies, with completion planned for March 2025 and including specific provisions for mineral rights and environmental liabilities."
1. Parties: Identification of the parties entering into the share swap agreement
2. Background: Context of the transaction and purpose of the share swap arrangement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Swap Terms: Core terms of the swap including share descriptions, exchange ratios, and settlement mechanics
5. Effective Date and Term: Commencement date and duration of the swap agreement
6. Settlement Procedures: Procedures for executing the share swap, including timing and delivery mechanisms
7. Representations and Warranties: Standard and specific representations by each party regarding their capacity, authority, and shares
8. Covenants: Ongoing obligations of the parties during the term of the agreement
9. Events of Default: Circumstances constituting default and consequences thereof
10. Termination: Circumstances and procedures for early termination
11. Tax Provisions: Treatment of taxes and responsibilities for tax payments
12. Notices: Communication procedures between parties
13. Governing Law and Jurisdiction: Applicable law and dispute resolution procedures
14. General Provisions: Standard boilerplate clauses including assignment, amendments, and severability
1. Currency Provisions: Required when shares are valued in different currencies, including exchange rate mechanisms
2. Regulatory Compliance: Required when specific regulatory requirements apply to either party or the shares
3. Credit Support: Required when collateral or guarantees are part of the arrangement
4. Market Disruption: Required for listed shares to address trading suspensions or market disruptions
5. Dividends and Corporate Actions: Required when addressing treatment of corporate actions during the swap period
6. Anti-Money Laundering Provisions: Required when dealing with international parties or regulatory requirements
7. Confidentiality: Required when sensitive information is exchanged
8. Force Majeure: Optional clause for unforeseen circumstances preventing performance
1. Schedule A - Share Details: Detailed description of shares being swapped, including class, rights, and restrictions
2. Schedule B - Valuation Methodology: Methods and procedures for valuing the shares
3. Schedule C - Calculation Procedures: Detailed procedures for calculating swap payments and adjustments
4. Schedule D - Form of Transfer Documents: Template documents for executing the share transfers
5. Schedule E - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
6. Schedule F - Tax Forms: Required tax forms and declarations
7. Appendix 1 - Due Diligence Documents: List of due diligence documents provided by each party
8. Appendix 2 - Closing Checklist: List of requirements and documents needed for closing the transaction
Authors
Financial Services
Investment Banking
Private Equity
Corporate Services
Legal Services
Mining and Resources
Technology
Manufacturing
Real Estate
Energy
Healthcare
Legal
Finance
Corporate Development
Treasury
Tax
Compliance
Risk Management
Corporate Secretariat
Investment Banking
Mergers & Acquisitions
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Banker
Corporate Development Manager
Financial Controller
Tax Director
Compliance Officer
Corporate Secretary
Investment Manager
Managing Director
Transaction Advisory Director
Risk Manager
Treasury Manager
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