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Stock Swap Agreement
1. Parties: Identification of the parties entering into the stock swap agreement
2. Background: Context of the transaction and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of the Swap: Description of the shares to be exchanged, including number, class, and issuing companies
5. Exchange Ratio: The agreed ratio for exchanging shares between the parties
6. Representations and Warranties: Statements of fact and assurances from each party regarding their shares and authority
7. Closing Conditions: Conditions that must be satisfied before the stock swap can be completed
8. Closing Mechanics: Process and procedures for executing the share exchange
9. Tax Matters: Treatment of tax implications and responsibilities
10. Costs and Expenses: Allocation of transaction costs between the parties
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate provisions including amendments, entire agreement, and severability
1. Regulatory Approvals: Required when the swap needs specific regulatory clearances or notifications
2. Shareholder Approval: Needed when the swap requires approval from shareholders of either company
3. Registration Rights: Relevant for listed companies or when future listing is contemplated
4. Lock-up Provisions: Used when parties agree to restrictions on future share transfers
5. Employee Matters: Needed when the swap affects employee stock options or similar rights
6. Interim Covenants: Required when there's a significant time gap between signing and closing
7. Break-up Fee: Optional provision for compensation if the transaction fails under specific circumstances
1. Schedule 1: Share Details: Detailed description of shares being exchanged, including share certificates numbers and ownership history
2. Schedule 2: Exchange Mechanics: Detailed procedures and timeline for the share exchange process
3. Schedule 3: Required Consents: List of all required regulatory and third-party consents
4. Schedule 4: Representations and Warranties: Detailed representations and warranties from each party
5. Schedule 5: Closing Checklist: List of all documents and actions required for closing
6. Appendix A: Form of Transfer Instruments: Template documents for executing the share transfers
7. Appendix B: Corporate Resolutions: Required corporate authorizations from each party
8. Appendix C: Tax Opinions: Legal opinions regarding tax treatment of the swap
Authors
Business Day
Closing
Closing Date
Company A
Company B
Competent Authority
Confidential Information
Consideration Shares
Danish Companies Act
Danish Capital Markets Act
Effective Date
Encumbrance
Exchange Ratio
Governmental Authority
Long Stop Date
Material Adverse Change
Parties
Permitted Encumbrances
Related Party
Representatives
Securities
Share Certificates
Shareholders
Shares
Share Register
Share Transfer Form
Signing Date
Subsidiary
Swap Shares
Tax
Tax Authority
Transaction
Transfer
Valuation Date
Voting Rights
Working Hours
Articles of Association
Board of Directors
Business
Due Diligence
Exchange Notice
Financial Statements
Group
Intellectual Property Rights
Losses
Management Accounts
Material Contracts
Ordinary Shares
Preference Shares
Regulatory Approvals
Third Party
Exchange Ratio
Consideration
Representations and Warranties
Closing Conditions
Closing Mechanics
Tax Matters
Regulatory Compliance
Confidentiality
Share Transfer Restrictions
Registration Rights
Encumbrances
Third Party Rights
Corporate Authority
Due Diligence
Information Rights
Shareholder Approval
Board Approval
Regulatory Approvals
Competition Law Compliance
Securities Law Compliance
Indemnification
Costs and Expenses
Force Majeure
Termination Rights
Break-up Fee
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Severability
Entire Agreement
Further Assurance
Counterparts
Time of Essence
Waiver
Survival
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