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Share Swap Agreement
"I need a Share Swap Agreement for an internal corporate restructuring between two Irish subsidiaries of our group, with completion planned for March 2025, ensuring compliance with Irish Companies Act requirements and including standard tax indemnities."
1. Parties: Identification of the parties entering into the share swap agreement
2. Background: Context of the transaction and brief description of the shares being swapped
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Swap: Core terms of the share swap including description of shares, swap ratio, and mechanics
5. Completion: Timing and mechanics of the swap completion, including conditions precedent
6. Representations and Warranties: Statements of fact and assurances from each party regarding ownership, authority, and compliance
7. Tax Matters: Allocation of tax liabilities and responsibilities
8. Regulatory Compliance: Obligations regarding regulatory approvals and compliance
9. Confidentiality: Provisions regarding confidential information and publicity
10. Termination: Circumstances under which the agreement can be terminated
11. Notices: Process for formal communications between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
13. Execution: Signature blocks and execution formalities
1. Dividend Rights: Special provisions regarding dividend entitlements during the swap process, used when shares have pending dividends
2. Security Arrangements: Additional security or collateral arrangements, used in high-value or high-risk transactions
3. Break Fees: Provisions for compensation if the swap fails to complete, used in complex or time-sensitive deals
4. Anti-dilution Provisions: Protection against share dilution, used when there's risk of share capital changes
5. Voting Rights: Arrangements for exercising voting rights during the swap process, used when completion is not immediate
6. Foreign Exchange Provisions: Required when shares are valued in different currencies
7. Integration Provisions: Used when the swap is part of a larger transaction or requires post-completion integration
1. Schedule 1 - Share Details: Detailed description of the shares being swapped, including share certificates numbers and corporate information
2. Schedule 2 - Swap Calculations: Detailed methodology for calculating swap ratios and any adjustments
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required for completion
4. Schedule 4 - Warranties: Detailed warranties given by each party
5. Schedule 5 - Corporate Information: Corporate details of the companies whose shares are being swapped
6. Appendix A - Form of Transfer Instruments: Template share transfer forms and other execution documents
7. Appendix B - Required Regulatory Approvals: List of required regulatory approvals and their status
8. Appendix C - Tax Elections: Forms and documents for any tax elections or clearances required
Authors
Financial Services
Investment Banking
Private Equity
Corporate Services
Asset Management
Professional Services
Banking
Insurance
Technology
Manufacturing
Real Estate
Energy
Healthcare
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Treasury
Corporate Secretariat
Investment
Due Diligence
Chief Executive Officer
Chief Financial Officer
Corporate Development Director
Head of Legal
General Counsel
Investment Director
M&A Director
Financial Controller
Company Secretary
Tax Director
Corporate Finance Manager
Legal Counsel
Investment Manager
Due Diligence Manager
Compliance Officer
Risk Manager
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