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The Asset For Share Agreement is a specialized transaction document used in German corporate restructurings and strategic investments where one party transfers business assets in exchange for newly issued shares in another company. This type of agreement is particularly relevant in scenarios involving corporate reorganizations, business combinations, or strategic investments where the parties prefer an asset-for-share structure rather than a cash transaction. The document must comply with various German legal requirements, including those under the Civil Code (BGB), Commercial Code (HGB), and corporate laws. It requires careful consideration of tax implications, particularly regarding VAT and real estate transfer tax. The agreement typically contains detailed provisions about asset valuation, share issuance mechanics, employee transfers, and completion requirements, including necessary corporate approvals and regulatory clearances. Given the formal requirements of German law, the agreement usually requires notarization and specific execution formalities.

1. Parties: Identification of the transferring party (asset owner), receiving company (share issuer), and any other relevant parties

2. Background: Context of the transaction, including description of the business, assets being transferred, and purpose of the agreement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Asset Transfer: Detailed description of assets being transferred, including all tangible and intangible assets, contracts, and liabilities

5. Share Issuance: Details of shares to be issued, including number, class, rights, and nominal value

6. Consideration and Valuation: Valuation of assets and corresponding share issuance calculations

7. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals and corporate authorizations

8. Completion Mechanics: Step-by-step process for closing, including timing and actions required by each party

9. Representations and Warranties: Statements of fact and assurances from both parties regarding assets, shares, and authority to enter into the transaction

10. Tax Matters: Allocation of tax liabilities and responsibilities, including transfer taxes and registration duties

11. Employees: Treatment of employees and related liabilities under German employment law

12. Covenants: Pre and post-completion obligations of the parties

13. Indemnification: Provisions for compensation in case of breach or undisclosed liabilities

14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes

15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability