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The Share for Share Exchange Agreement is a crucial document used in corporate restructuring, mergers, and acquisitions under Danish law. It is typically employed when companies wish to combine their businesses or create a holding company structure through a share-for-share exchange rather than a cash transaction. The agreement details the terms and conditions of the exchange, including the exchange ratio, representations and warranties, conditions precedent, and completion mechanics. It must comply with Danish corporate law requirements, particularly the Danish Companies Act (Selskabsloven), as well as relevant securities, tax, and competition laws. This document is essential for transactions where companies seek to maintain shareholder value while achieving strategic objectives such as market expansion, vertical integration, or operational synergies.

1. Parties: Identification of the exchanging parties, including full legal names, registration numbers, and registered addresses

2. Background: Context of the transaction, including description of the companies involved and the purpose of the share exchange

3. Definitions: Defined terms used throughout the agreement, including specific corporate, financial, and legal terminology

4. Subject Matter of Exchange: Details of the shares being exchanged, including number, class, and nominal value of shares

5. Exchange Ratio: The agreed ratio for the share exchange and methodology for determining the ratio

6. Conditions Precedent: Conditions that must be satisfied before the share exchange can be completed

7. Completion: Process and mechanics for completing the share exchange, including timing and documentation requirements

8. Representations and Warranties: Statements of fact and assurances from both parties regarding their authority, ownership, and status of shares

9. Pre-Completion Obligations: Obligations of both parties between signing and completion, including conduct of business requirements

10. Tax Matters: Treatment of tax implications and responsibilities related to the share exchange

11. Confidentiality: Obligations regarding confidential information exchanged during the transaction

12. Announcements: Requirements and restrictions regarding public announcements about the transaction

13. Costs: Allocation of transaction costs between the parties

14. Notices: Process for formal communications between the parties

15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes