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Asset For Share Agreement
"I need an Asset for Share Agreement to transfer my manufacturing equipment and associated IP rights to a New Zealand tech company in exchange for 25% shareholding, with completion scheduled for March 2025 and including specific warranties about the equipment's operational condition."
1. Parties: Identification of the asset owner/transferor and the company issuing shares
2. Background: Context of the transaction, including brief description of the assets and reason for the transfer
3. Definitions and Interpretation: Defined terms and interpretation rules used throughout the agreement
4. Agreement to Transfer: Core agreement to transfer assets in exchange for shares
5. Assets: Description and identification of assets being transferred
6. Consideration: Details of shares being issued, including number, class, and rights
7. Conditions Precedent: Conditions that must be satisfied before completion
8. Completion: Mechanics and timing of the transfer and share issuance
9. Asset Owner Warranties: Warranties regarding ownership, condition, and status of assets
10. Company Warranties: Warranties regarding the company's status and share issuance
11. Tax Provisions: Handling of tax matters related to the transfer
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for giving formal notices under the agreement
14. General Provisions: Standard boilerplate provisions including governing law, disputes, etc
1. Third Party Consents: Required when assets being transferred need third party approval for transfer
2. Intellectual Property: Specific provisions for IP assets if included in transfer
3. Employee Matters: Required when transfer includes employment relationships or contracts
4. Environmental Matters: Needed when assets include land or operations with environmental implications
5. Regulatory Compliance: Specific provisions when assets require regulatory approvals
6. Security Interests: Required when assets are subject to existing security interests
7. Post-Completion Covenants: Specific obligations after completion, such as non-compete provisions
8. Earn-out Provisions: When part of consideration is contingent on future performance
1. Schedule 1 - Asset Description: Detailed description and inventory of all assets being transferred
2. Schedule 2 - Share Details: Detailed information about shares being issued including rights and restrictions
3. Schedule 3 - Completion Requirements: Detailed list of actions and documents required at completion
4. Schedule 4 - Asset Owner Warranties: Full list of warranties given by asset owner
5. Schedule 5 - Company Warranties: Full list of warranties given by the company
6. Schedule 6 - Encumbrances: List of any existing encumbrances on the assets
7. Schedule 7 - Contracts: List of contracts included in the transfer
8. Appendix A - Form of Transfer Documents: Templates of documents required for asset transfer
9. Appendix B - Board Resolutions: Pro forma board resolutions for share issuance
Authors
Assets
Board
Business Day
Companies Act
Company
Completion
Completion Date
Conditions Precedent
Consideration Shares
Disclosed
Disclosure Letter
Effective Date
Encumbrance
Fair Market Value
Financial Statements
GST
Initial Valuation
Intellectual Property Rights
Liabilities
Long Stop Date
Material Adverse Change
Notice
Ordinary Shares
Parties
Permitted Encumbrances
Related Company
Relevant Interest
Share Certificate
Shareholders Agreement
Share Rights
Shares
Signing Date
Tax
Tax Authority
Tax Law
Title Documents
Transaction
Transaction Documents
Transfer Documents
Transferor
Transferor Warranties
Valuation
Warranty
Definitions
Asset Transfer
Share Issuance
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Warranties
Representations
Indemnities
Tax Covenants
Confidentiality
Intellectual Property
Employee Matters
Third Party Consents
Security Interests
Risk and Insurance
Regulatory Compliance
Environmental Matters
Announcements
Non-Competition
Further Assurance
Assignment
Costs
Notices
Force Majeure
Severability
Entire Agreement
Variation
Waiver
Governing Law
Dispute Resolution
Counterparts
Manufacturing
Technology
Real Estate
Professional Services
Retail
Agriculture
Mining and Resources
Healthcare
Education
Construction
Transport and Logistics
Financial Services
Legal
Finance
Corporate Development
Tax
Compliance
Risk Management
Asset Management
Investment
Corporate Finance
Board of Directors
Company Secretariat
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Commercial Director
Business Development Manager
Company Secretary
Financial Controller
Tax Manager
Compliance Officer
Risk Manager
Asset Manager
Investment Director
Corporate Finance Manager
Managing Director
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Asset For Share Agreement
A New Zealand-governed agreement documenting the exchange of assets for company shares, including transfer terms, warranties, and completion requirements.
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