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Stock Swap Agreement
1. Parties: Identification of the parties entering into the stock swap agreement
2. Background: Context of the transaction and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Subject Matter of the Swap: Description of the shares to be exchanged, including number, class, and issuing companies
5. Exchange Ratio: The agreed ratio for exchanging shares between the parties
6. Representations and Warranties: Statements of fact and assurances from each party regarding their shares and authority
7. Closing Conditions: Conditions that must be satisfied before the stock swap can be completed
8. Closing Mechanics: Process and procedures for executing the share exchange
9. Tax Matters: Treatment of tax implications and responsibilities
10. Costs and Expenses: Allocation of transaction costs between the parties
11. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate provisions including amendments, entire agreement, and severability
1. Regulatory Approvals: Required when the swap needs specific regulatory clearances or notifications
2. Shareholder Approval: Needed when the swap requires approval from shareholders of either company
3. Registration Rights: Relevant for listed companies or when future listing is contemplated
4. Lock-up Provisions: Used when parties agree to restrictions on future share transfers
5. Employee Matters: Needed when the swap affects employee stock options or similar rights
6. Interim Covenants: Required when there's a significant time gap between signing and closing
7. Break-up Fee: Optional provision for compensation if the transaction fails under specific circumstances
1. Schedule 1: Share Details: Detailed description of shares being exchanged, including share certificates numbers and ownership history
2. Schedule 2: Exchange Mechanics: Detailed procedures and timeline for the share exchange process
3. Schedule 3: Required Consents: List of all required regulatory and third-party consents
4. Schedule 4: Representations and Warranties: Detailed representations and warranties from each party
5. Schedule 5: Closing Checklist: List of all documents and actions required for closing
6. Appendix A: Form of Transfer Instruments: Template documents for executing the share transfers
7. Appendix B: Corporate Resolutions: Required corporate authorizations from each party
8. Appendix C: Tax Opinions: Legal opinions regarding tax treatment of the swap
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