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Stock Swap Agreement
"I need a Stock Swap Agreement under Irish law for exchanging 100% of shares between two private limited companies in the technology sector, with completion planned for March 2025 and including drag-along rights for minority shareholders."
1. Parties: Identification of the parties entering into the stock swap agreement
2. Background: Context of the transaction and purpose of the stock swap
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. The Swap: Core terms of the stock swap including description of shares to be exchanged
5. Valuation: Agreed valuation method and specific values of shares being swapped
6. Completion: Details of when and how the swap will be completed, including mechanics of share transfer
7. Conditions Precedent: Conditions that must be satisfied before the swap can complete
8. Representations and Warranties: Standard warranties regarding share ownership, authority to transfer, and company status
9. Tax Provisions: Treatment of tax liabilities and responsibilities related to the swap
10. Regulatory Compliance: Obligations regarding regulatory approvals and compliance requirements
11. Confidentiality: Provisions regarding confidential information and its protection
12. Notices: Process for giving formal notices under the agreement
13. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Lock-up Provisions: Restrictions on further transfer of shares post-swap, included when parties want to ensure stability
2. Tag-Along Rights: Rights of minority shareholders to join in future sales, included when protecting minority interests
3. Drag-Along Rights: Rights to force minority shareholders to join in future sales, included when majority control is important
4. Competition Compliance: Specific provisions for competition law compliance, included for larger transactions
5. International Transfer Provisions: Additional provisions for cross-border elements, included when shares are held in different jurisdictions
6. Stock Exchange Requirements: Additional provisions for listed shares, included when dealing with publicly traded companies
7. Management Provisions: Provisions regarding ongoing management rights, included when swap affects company control
8. Pre-emption Rights: Rights regarding future share issues, included when parties want to maintain proportional ownership
1. Schedule 1 - Share Details: Detailed description of shares being swapped, including share certificates numbers and company details
2. Schedule 2 - Completion Requirements: List of documents and actions required for completion
3. Schedule 3 - Company Warranties: Detailed warranties regarding the companies whose shares are being swapped
4. Schedule 4 - Share Warranties: Detailed warranties regarding the shares being swapped
5. Schedule 5 - Encumbrances: Details of any existing encumbrances on the shares
6. Schedule 6 - Corporate Information: Detailed corporate information for companies involved
7. Appendix A - Board Resolutions: Form of board resolutions approving the swap
8. Appendix B - Share Certificates: Form of share certificates to be issued
9. Appendix C - Transfer Forms: Form of share transfer documents
Authors
Associated Company
Board
Business Day
Companies Act
Company A Shares
Company B Shares
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration Shares
Directors
Encumbrance
Exchange Ratio
Final Transfer Date
Group
Long Stop Date
Material Adverse Change
Option Shares
Ordinary Shares
Parties
Preference Shares
Regulatory Approvals
Relevant Authority
Share Certificates
Shareholders
Stamp Duty
Stock Exchange
Subsidiary
Swap Ratio
Tax
Transaction Documents
Transfer Forms
Valuation Date
Warranties
Working Hours
Definitions
Share Exchange
Valuation
Conditions Precedent
Completion
Representations and Warranties
Tax Covenants
Regulatory Compliance
Confidentiality
Share Rights
Transfer Restrictions
Anti-dilution
Tag-along Rights
Drag-along Rights
Pre-emption Rights
Board Composition
Management Rights
Information Rights
Non-competition
Non-solicitation
Termination
Force Majeure
Notices
Assignment
Costs
Severability
Entire Agreement
Variations
Waiver
Further Assurance
Third Party Rights
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
Financial Services
Investment Banking
Private Equity
Technology
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Professional Services
Mining and Resources
Retail
Agriculture
Transport and Logistics
Legal
Finance
Corporate Development
Mergers & Acquisitions
Tax
Compliance
Risk Management
Corporate Secretariat
Investment
Treasury
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Investment Banker
Financial Director
Company Secretary
Corporate Development Manager
M&A Director
Tax Director
Compliance Officer
Finance Manager
Legal Counsel
Investment Manager
Portfolio Manager
Risk Manager
Transaction Advisory Manager
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