Share Swap Agreement Template for India

1. Foreign Investment Compliance: Required when the swap involves foreign parties, addressing FEMA compliance and RBI approvals

2. Tax Indemnities: Specific tax-related indemnities when significant tax implications are anticipated

3. Competition Law Compliance: Required when the swap might trigger Competition Commission thresholds

4. Tag-Along Rights: Optional protection for minority shareholders

5. Drag-Along Rights: Optional mechanism for majority shareholders to force minority participation

6. Post-Completion Covenants: Specific obligations after the swap completion, such as board composition or business continuation

7. Regulatory Approvals: Detailed section on specific regulatory approvals when dealing with regulated industries

1. Share Details: Detailed description of shares being swapped, including class, rights, and current ownership

2. Corporate Information: Company details including registration numbers, registered offices, and corporate structure

3. Valuation Report: Independent valuation report determining the share swap ratio

4. Completion Checklist: List of documents and actions required for completion

5. Form of Transfer Instruments: Templates for share transfer forms and board resolutions

6. Encumbrances: List of any existing encumbrances on the shares being swapped

7. Required Consents: List of third-party consents required for the swap

8. Disclosure Schedule: Detailed disclosures against the representations and warranties