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Share For Share Exchange Agreement

Share For Share Exchange Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Share For Share Exchange Agreement

"I need a Share for Share Exchange Agreement for a UAE-based technology company acquiring 100% ownership of a Dubai-based software development company, with completion planned for March 2025; the transaction involves share exchange between two private companies with existing shareholders' agreements."

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Document background
The Share for Share Exchange Agreement is a sophisticated transaction document used in the United Arab Emirates when companies wish to exchange ownership through share swaps rather than cash transactions. This agreement type is particularly relevant under UAE Federal Law No. 32 of 2021 for corporate restructurings, strategic alliances, or as part of merger preparations. The document comprehensively addresses all aspects of the share exchange, including valuation mechanisms, regulatory compliance requirements, shareholder approvals, and completion procedures. It must incorporate specific UAE legal requirements regarding foreign ownership restrictions, securities regulations, and corporate governance standards. The agreement is typically used in scenarios where companies seek to maintain business continuity while achieving strategic integration or ownership restructuring objectives.
Suggested Sections

1. Parties: Identification of the exchanging parties and their corporate details

2. Background: Context of the transaction and high-level description of the share exchange

3. Definitions and Interpretation: Defined terms and interpretation rules for the agreement

4. The Exchange: Core terms of the share exchange including share quantities, exchange ratio, and mechanics

5. Consideration: Details of the shares being issued in exchange, including class, rights, and values

6. Conditions Precedent: Prerequisites that must be satisfied before the exchange can complete

7. Pre-Completion Obligations: Actions required by each party before the completion date

8. Completion: Process and requirements for completing the share exchange

9. Representations and Warranties: Statements of fact and assurances from all parties

10. Indemnification: Protection and compensation provisions for breach of warranties or obligations

11. Confidentiality: Obligations regarding confidential information

12. Announcements: Rules for public statements about the transaction

13. General Provisions: Standard legal provisions including governing law, notices, and amendments

14. Execution: Signature blocks and execution formalities

Optional Sections

1. Regulatory Compliance: Required when the exchange needs specific regulatory approvals or filings

2. Tax Matters: Include when specific tax structures or considerations need to be addressed

3. Employee Matters: Required when the exchange affects employment arrangements or requires retention agreements

4. Intellectual Property: Include when IP rights transfer or protection needs specific attention

5. Non-Competition: Add when restrictions on future business activities are required

6. Break Fee: Include when parties agree to compensation if the deal fails under specific circumstances

7. Earn-out Provisions: Required when part of the exchange consideration is contingent on future performance

8. Shareholders' Rights: Include when specific shareholder rights need to be preserved or modified

Suggested Schedules

1. Share Details: Details of shares being exchanged including share certificates and shareholder information

2. Company Information: Corporate information, certificates, and constitutional documents of both companies

3. Financial Statements: Recent financial statements of both companies

4. Material Contracts: List and copies of material contracts affecting the exchange

5. Intellectual Property: Schedule of IP rights owned or licensed by the companies

6. Employee Information: Details of key employees and employment terms

7. Properties: Details of real estate and material assets

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

9. Form of New Share Certificates: Template for share certificates to be issued

10. Disclosure Letter: Exceptions and qualifications to the warranties

11. Board Resolutions: Required corporate approvals and resolutions

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Financial Services

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

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Corporate Development Director

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Compliance Officer

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