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Equity Exchange Agreement
"Need an Equity Exchange Agreement for a technology startup exchanging 25% of its shares with a larger corporation in exchange for their AI technology division, with closing expected by March 2025 and including specific IP protection clauses."
1. Parties: Identifies all parties to the agreement and their legal status
2. Background/Recitals: Sets forth the context and purpose of the equity exchange
3. Definitions: Defines key terms used throughout the agreement
4. Exchange of Equity: Details of the equity being exchanged, including amounts and values
5. Closing Conditions: Conditions that must be met before the exchange can be completed
6. Representations and Warranties: Statements of fact and assurances from each party
7. Covenants: Ongoing obligations of the parties
8. Governing Law: Specifies which jurisdiction's laws govern the agreement
1. Tax Matters: Specific provisions addressing tax treatment and obligations of the equity exchange
2. Employee Matters: Provisions addressing treatment of employees and benefits post-exchange
3. Regulatory Approvals: Provisions dealing with required governmental and regulatory clearances
4. Break-up Fee: Terms regarding compensation if deal fails to complete
1. Disclosure Schedules: Detailed exceptions to representations and warranties
2. Capitalization Table: Pre and post-exchange ownership structure details
3. Financial Statements: Recent financial statements of entities involved in the exchange
4. Material Contracts: List and details of significant agreements affecting the exchange
5. Required Consents: List of third-party approvals needed for the transaction
6. Form of New Securities: Terms and conditions of any new securities being issued
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