Create a bespoke document in minutes, or upload and review your own.
Get your first 2 documents free
Your data doesn't train Genie's AI
You keep IP ownership of your information
Share Exchange Agreement
"Need a Share Exchange Agreement for a tech startup acquisition where our company will exchange 100,000 common shares for all outstanding shares of a SaaS company, with specific provisions for employee retention and IP protection, targeting closing by March 2025."
1. Parties: Identification of participating entities in the share exchange agreement
2. Background: Context of the transaction, including purpose and high-level structure of the share exchange
3. Definitions: Key terms and their meanings used throughout the agreement
4. Exchange of Shares: Core transaction terms including exchange ratio, mechanics of the exchange, and consideration
5. Representations and Warranties: Statements of fact by all parties about their status, authority, and business condition
6. Closing Conditions: Requirements that must be met before the transaction can be completed
7. Covenants: Promises by the parties to take or not take certain actions before and after closing
8. Termination: Circumstances under which the agreement may be terminated and the consequences
9. Indemnification: Obligations to protect against losses and liability allocation between parties
10. General Provisions: Standard legal provisions including governing law, notices, amendments, and assignment
1. Employee Matters: Provisions regarding treatment of employees and benefit plans post-transaction
2. Tax Matters: Specific provisions regarding tax treatment, obligations, and allocations
3. Registration Rights: Rights and obligations regarding the registration of securities for public trading
4. Transition Services: Arrangements for post-closing operational support between parties
5. Non-Competition: Restrictions on competitive activities post-closing
1. Disclosure Schedules: Detailed exceptions to representations and warranties made by the parties
2. Exchange Ratio Calculation: Detailed methodology and calculations for determining the share exchange ratio
3. Required Consents and Approvals: List of required governmental, regulatory, and third-party approvals
4. Material Contracts: List of significant agreements affecting the transaction
5. Form of New Share Certificates: Template for share certificates to be issued in the exchange
6. Financial Statements: Relevant financial information of the parties
Authors
Agreement
Business Day
Closing
Closing Date
Company Common Stock
Company Material Adverse Effect
Company SEC Documents
Company Shares
Confidential Information
Disclosure Schedules
Effective Time
Encumbrance
Exchange Agent
Exchange Ratio
GAAP
Governmental Authority
Intellectual Property Rights
Knowledge
Law
Liens
Material Contracts
Notice
Permits
Person
Securities Act
SEC
Subsidiary
Target Common Stock
Target Shares
Target Material Adverse Effect
Tax
Taxes
Tax Return
Transaction Documents
Transfer
Working Capital
Consideration
Representations and Warranties
Pre-Closing Covenants
Closing Conditions
Closing Mechanics
Post-Closing Covenants
Indemnification
Tax Matters
Employee Matters
Confidentiality
Non-Competition
Non-Solicitation
Regulatory Compliance
Securities Law Compliance
Registration Rights
Information Rights
Voting Rights
Tag-Along Rights
Drag-Along Rights
Force Majeure
Termination
Dispute Resolution
Governing Law
Assignment
Notices
Amendments
Expenses
Severability
Entire Agreement
Find the exact document you need
Pro Buyer Stock Purchase Agreement
A U.S.-governed agreement for stock acquisition with enhanced buyer protections and comprehensive seller warranties.
Stock For Services Agreement
A U.S.-governed agreement where company stock is issued as compensation for services rendered, subject to federal and state securities laws.
Stock Rental Agreement
A U.S.-compliant legal agreement governing the temporary transfer of securities between lenders and borrowers, subject to SEC regulations and federal securities laws.
Share Purchase Agreement Short Form
A streamlined U.S. legal agreement for the sale and transfer of company shares, containing essential transaction terms and basic warranties.
Founders Restricted Stock Purchase Agreement
A U.S.-governed agreement documenting founders' purchase of restricted company stock, including vesting terms and transfer restrictions.
Founder Repurchase Agreement
A U.S. legal agreement governing the company's repurchase of shares from a founding member.
Stock Pledge And Security Agreement
A U.S.-governed agreement that creates a security interest in shares of stock as collateral for an obligation, subject to UCC regulations.
Stock Surrender Agreement
A U.S. legal document that facilitates the voluntary return of shares from a stockholder to the issuing corporation.
Right Of First Refusal Stock Purchase Agreement
A U.S.-governed agreement granting designated parties priority rights to purchase company shares before they can be sold to third parties.
Phantom Unit Agreement
A U.S. legal agreement providing employees with synthetic equity rights that mirror stock ownership benefits without actual share transfer.
Convertible Loan Stock Agreement
A U.S.-governed agreement establishing terms for convertible loan stock issuance, including conversion rights and compliance with securities laws.
Stock Compensation Agreement
A U.S.-compliant legal agreement governing the terms of stock-based compensation between a company and its employees or service providers.
Stock Power Agreement
A U.S. legal document authorizing the transfer of share ownership from one party to another.
Stock Option Exercise Agreement
A U.S.-governed agreement documenting the exercise of stock options and purchase of company shares by an option holder.
Startup Employee Equity Agreement
A U.S.-governed agreement defining terms for granting equity compensation to startup employees.
Incentive Stock Option Agreement
A U.S.-governed agreement granting employees the right to purchase company stock at a set price with tax advantages under IRC Section 422.
Founders Stock Agreement
A U.S. legal agreement governing the terms of founders' equity ownership, typically under Delaware law.
Employee Stock Purchase Agreement
A U.S. legal agreement establishing terms for employee purchase of company stock, typically at a discount, while ensuring compliance with federal and state securities laws.
Stock Appreciation Rights Agreement
A U.S. legal agreement granting employees the right to receive the increase in value of company stock over time, without share ownership.
Agreement To Transfer Shares Of Private Limited Company
A U.S.-governed agreement documenting the transfer of ownership of shares in a private limited company between parties.
Share Block Sale Agreement
A U.S. legal agreement governing the sale of a substantial block of shares between parties, subject to federal and state securities laws.
Stock Warrant Agreement
A U.S.-governed agreement granting rights to purchase company stock at specified terms and conditions.
Non Qualified Stock Option Agreement
A U.S.-governed agreement granting rights to purchase company stock at a set price, without special tax benefits.
Share Sell Agreement
A U.S.-governed legal agreement documenting the sale and transfer of company shares between parties.
Stock Lease Agreement
A U.S.-governed agreement establishing terms for temporary transfer of stock ownership rights between lessor and lessee.
Stock Distribution Agreement
A U.S. legal agreement governing the distribution of company shares to specified recipients, ensuring compliance with federal and state securities laws.
Share Vesting Agreement
A U.S. legal agreement that establishes the terms and schedule by which granted shares become fully owned by the recipient over time.
Sale Of Shares Contract
A U.S.-governed agreement for the sale and transfer of company shares between parties, outlining terms, conditions, and regulatory compliance requirements.
Stock Investment Agreement
A U.S.-governed agreement documenting terms and conditions for purchasing company shares, ensuring compliance with federal and state securities laws.
Restricted Stock Grant Agreement
A U.S. legal agreement governing the grant of company stock to employees subject to vesting and restrictions.
Phantom Stock Award Agreement
A U.S. legal agreement granting synthetic equity rights that mirror stock ownership benefits without issuing actual shares.
Equity Award Agreement
A U.S. legal document establishing terms for granting company equity to employees or other eligible recipients.
Stock Grant Agreement
A U.S. legal document governing the terms of direct stock grants from a company to recipients, typically employees or service providers.
Stock Redemption Agreement
A U.S. legal agreement governing a corporation's repurchase of its own shares from existing shareholders.
Stock Option Award Agreement
A U.S.-governed agreement granting rights to purchase company stock at a set price under specified conditions.
Partnership Share Transfer Agreement
A U.S. legal agreement documenting the transfer of partnership interests between parties, subject to federal and state partnership laws.
Founder Stock Purchase Agreement
A U.S. legal agreement governing founders' initial purchase of company stock, including terms, conditions, and vesting schedules.
Share Mortgage Agreement
A U.S. legal agreement creating a security interest over shares in favor of a lender, governed by federal securities laws and state regulations.
Preferred Stock Purchase Agreement
A U.S. legal agreement governing the sale and purchase of preferred stock, including investment terms and shareholder rights.
Stock Option Cancellation Agreement
A U.S.-governed agreement that formalizes the cancellation of previously granted stock options and outlines the terms of surrender.
Share Ownership Agreement
A U.S.-governed legal agreement defining share ownership terms, rights, and obligations between shareholders and a corporation.
Share Cancellation Agreement
A U.S. legal document that formalizes the cancellation of shares in a corporation, ensuring compliance with securities laws and corporate governance requirements.
Phantom Stock Agreement
A U.S.-governed agreement that provides employees with benefits of stock ownership without actual equity transfer.
Share Buyout Agreement
A U.S.-governed agreement facilitating the transfer of share ownership between parties, outlining terms of sale and ensuring regulatory compliance.
Restricted Stock Unit Award Agreement
A U.S.-governed agreement defining terms for granting restricted stock units to employees or service providers, including vesting conditions and settlement terms.
Restricted Stock Unit Agreement
A U.S.-governed agreement establishing terms for granting restricted stock units (RSUs) to employees or service providers.
Restricted Stock Award Agreement
A U.S. legal agreement governing the grant of company stock subject to vesting conditions and transfer restrictions.
Stock Transfer Agreement
A U.S. legal document formalizing the transfer of shares between parties, compliant with federal and state securities laws.
Share Lending Agreement
A U.S.-governed agreement establishing terms for temporary securities lending between parties, subject to SEC and Federal Reserve regulations.
Share Issue Agreement
A U.S. legal document governing the issuance of new shares by a corporation to subscribers, outlining terms, conditions, and regulatory compliance requirements.
Share For Share Exchange Agreement
A U.S. legal agreement governing the exchange of shares between companies, typically used in corporate reorganizations or acquisitions.
Share Contribution Agreement
A U.S. legal agreement documenting the transfer of shares from a contributor to a receiving company, including terms and conditions of the contribution.
Share Buyback Agreement
A U.S. legal agreement governing a company's repurchase of its own shares from existing shareholders.
Vested Equity Agreement
A U.S. legal agreement governing the grant of company equity with specified vesting terms and conditions.
Restricted Stock Agreement
A U.S. legal agreement governing the issuance of company stock subject to vesting and transfer restrictions.
Share Sale And Purchase Agreement
A U.S.-governed legal agreement documenting the sale and purchase of shares in a company, subject to federal and state securities laws.
Share Purchase Agreement
A U.S.-governed legal agreement documenting the sale and transfer of company shares between parties.
Share Exchange Agreement
A U.S.-governed agreement facilitating the exchange of shares between companies as a method of corporate combination or acquisition.
Share Swap Agreement
A U.S.-governed agreement facilitating the exchange of shares between two companies, subject to federal and state securities laws.
Download our whitepaper on the future of AI in Legal
Genie’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; Genie’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
Our bank-grade security infrastructure undergoes regular external audits
We are ISO27001 certified, so your data is secure
Organizational security
You retain IP ownership of your documents
You have full control over your data and who gets to see it
Innovation in privacy:
Genie partnered with the Computational Privacy Department at Imperial College London
Together, we ran a £1 million research project on privacy and anonymity in legal contracts
Want to know more?
Visit our Trust Centre for more details and real-time security updates.
Read our Privacy Policy.