Exchange Of Shares Agreement Template for South Africa

1. Regulatory Compliance: Required when the exchange involves listed companies or requires regulatory approvals

2. Tag-Along Rights: Include when minority shareholders need protection in case of future share transfers

3. Drag-Along Rights: Include when majority shareholders need the ability to force minority shareholders to join in future sales

4. Competition Law Compliance: Required when the exchange might trigger competition law thresholds

5. Exchange Control: Required when the transaction involves foreign shareholders or cross-border elements

6. Earn-out Provisions: Include when part of the exchange value is contingent on future performance

7. Employee Matters: Required when the exchange affects employee share schemes or employment arrangements

1. Schedule 1: Share Capital Structure: Details of the current and post-exchange share capital structure of both companies

2. Schedule 2: Conditions Precedent: Detailed list of all conditions precedent and their status

3. Schedule 3: Warranties: Comprehensive list of all warranties given by each party

4. Schedule 4: Completion Actions: Detailed list of all actions required at completion, including form of documents to be delivered

5. Schedule 5: Company Information: Detailed information about each company involved in the exchange

6. Appendix A: Board Resolutions: Pro forma board resolutions required to approve the exchange

7. Appendix B: Share Certificates: Forms of share certificates to be issued

8. Appendix C: Transfer Forms: Pro forma share transfer forms to be used