Share For Share Exchange Agreement Template for Philippines

1. Earnout Provisions: Used when part of the consideration is contingent on future performance

2. Employee Matters: Include when there are specific arrangements for key employees or management

3. Tax Matters: Detailed tax provisions when specific tax structuring is required

4. Regulatory Compliance: Additional provisions when specific regulatory approvals are needed

5. Multiple Closing Mechanics: When the exchange will occur in multiple tranches

6. Foreign Ownership Provisions: When any party is foreign-owned and subject to ownership restrictions

7. Competition Law Compliance: When the transaction size requires competition law clearance

8. Intellectual Property Rights: When IP assets are significant to the transaction value

1. Schedule A - Share Details: Detailed description of shares being exchanged, including class, rights, and encumbrances

2. Schedule B - Exchange Ratio Calculation: Detailed methodology for calculating the exchange ratio

3. Schedule C - Company Information: Corporate details of both companies including incorporation, directors, and capital structure

4. Schedule D - Disclosure Schedules: Exceptions and disclosures to representations and warranties

5. Schedule E - Required Consents: List of third-party and regulatory consents required

6. Schedule F - Material Contracts: List of important contracts affecting the transaction

7. Schedule G - Closing Deliverables: List of documents and items to be delivered at closing

8. Appendix 1 - Form of Share Certificates: Template of new share certificates to be issued

9. Appendix 2 - Board Resolutions: Form of corporate approvals required

10. Appendix 3 - Closing Documents: Forms of various closing certificates and documents