Share Exchange Agreement Template for Philippines

1. Foreign Ownership Provisions: Required when one party is foreign-owned, addressing compliance with Philippine foreign ownership restrictions

2. Competition Clearance: Required for larger transactions that may trigger Philippine Competition Act thresholds

3. Employee Matters: Needed when the exchange affects employment arrangements or requires employee transfers

4. Intellectual Property Rights: Important when IP assets are significant to the transaction

5. Real Property Matters: Required when significant real estate assets are involved

6. Third Party Consents: Needed when material contracts require consent for change of control

7. Tax Matters: Detailed tax provisions required for complex tax structures or international aspects

8. Transitional Services: Required when ongoing support is needed post-closing

1. Schedule of Exchanged Shares: Detailed description of shares being exchanged, including share certificates numbers and stockholders

2. Corporate Information: Corporate documents, certificates, and organizational information of both parties

3. Financial Statements: Recent financial statements of the companies involved

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

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

6. Required Consents: List of required third-party and regulatory consents

7. Disclosure Schedule: Exceptions to representations and warranties

8. Closing Checklist: List of all documents and actions required for closing

9. Form of Transfer Instruments: Templates for share transfer documents and board resolutions