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Share Exchange Agreement

Share Exchange Agreement Template for New Zealand

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Key Requirements PROMPT example:

Share Exchange Agreement

"I need a Share Exchange Agreement under New Zealand law for a technology startup exchanging shares with a larger corporation, with specific provisions for intellectual property rights protection and an earn-out mechanism based on future performance metrics."

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Document background
The Share Exchange Agreement is a crucial document used in corporate restructuring, mergers, acquisitions, and other business combinations in New Zealand. It is particularly relevant when companies wish to effect a business combination through the exchange of shares rather than a cash transaction. The agreement must comply with New Zealand's robust regulatory framework, including the Companies Act 1993, Financial Markets Conduct Act 2013, and relevant tax legislation. It typically includes detailed provisions on share valuation, exchange mechanics, warranties, and various conditions precedent. The document is essential for transactions requiring share-for-share exchanges and must be carefully drafted to address specific requirements of New Zealand corporate law, securities regulations, and tax implications. This type of agreement is commonly used in both private and public company transactions, though additional requirements may apply for listed companies or transactions involving overseas investments.
Suggested Sections

1. Parties: Identification of all parties to the agreement, including full legal names and addresses

2. Background: Context of the transaction, including brief description of the companies involved and purpose of the share exchange

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Share Exchange Terms: Core terms of the exchange including number of shares, exchange ratio, and share classes

5. Consideration: Details of the share exchange calculation and valuation methodology

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

7. Completion Mechanics: Step-by-step process for executing the share exchange, including timing and delivery requirements

8. Representations and Warranties: Statements of fact and assurances from each party about their company, shares, and authority to enter into the transaction

9. Pre-Completion Obligations: Obligations of each party between signing and completion, including conduct of business requirements

10. Confidentiality: Provisions regarding the confidential treatment of information exchanged

11. Announcements: Requirements for public announcements or disclosures about the transaction

12. Costs and Expenses: Allocation of transaction costs between parties

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

Optional Sections

1. Tax Provisions: Specific provisions dealing with tax implications of the share exchange, required when tax considerations are material to the transaction

2. Employee Matters: Provisions dealing with employment arrangements, required when the share exchange affects employee shares or rights

3. Intellectual Property: Specific provisions regarding IP rights, required when IP is a material consideration in the transaction

4. Non-Competition: Restrictions on competitive activities, required when protecting business interests post-exchange

5. Break Fee: Provisions for payment if the transaction fails to complete, required in larger or more complex transactions

6. Earn-out Provisions: Mechanisms for additional consideration based on future performance, required when part of consideration is contingent

7. Regulatory Compliance: Specific provisions addressing regulatory requirements, required when transaction requires regulatory approvals

Suggested Schedules

1. Share Details: Detailed description of shares being exchanged, including share certificates numbers and shareholder information

2. Company Details: Corporate information about both companies, including incorporation details and corporate structure

3. Completion Obligations: Detailed list of documents and actions required for completion

4. Form of Transfer Documents: Pro forma share transfer forms and other required documentation

5. Warranties: Detailed warranties given by each party

6. Disclosure Letter: Exceptions and qualifications to the warranties

7. Board Resolutions: Pro forma board resolutions approving the share exchange

8. Shareholder Resolutions: Pro forma shareholder resolutions if required for the transaction

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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Relevant Industries

Financial Services

Corporate Services

Legal Services

Investment Banking

Private Equity

Venture Capital

Technology

Manufacturing

Real Estate

Professional Services

Healthcare

Retail

Mining and Resources

Agriculture

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Company Secretariat

Investment

Due Diligence

Corporate Finance

Risk Management

Board of Directors

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Legal Counsel

Company Secretary

Finance Director

Investment Manager

Mergers & Acquisitions Director

Corporate Development Manager

Transaction Advisory Manager

Board Director

Commercial Director

Chief Legal Officer

Investment Banker

Due Diligence Manager

Corporate Finance Manager

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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