This is the situation in which ownership of the shares of the target company is converted into ownership of the shares of the acquiring company according to a predefined swap ratio. Please note that in the case of a share exchange, the exact valuation of the two merging companies is very important in order to obtain a fair swap ratio. In the event of a merger or acquisition, the exchange of shares may constitute all or part of the transaction with other agreements, mainly cash transactions. Sometimes target companies that want to avoid the takeover tend to use stock trading as a strategy to resist the takeover. In this way, target companies can obtain better conditions by claiming that the existing conditions are not favorable. In addition, new shareholders are not allowed to sell the shares immediately after the share exchange. 1. Sale and purchase of the sale shares; 2. Warranties and Representations of Sellers; 3. Allocation of counterparty shares by the Buyer; 4. Warranties, Representations and Representations of buyer; 5. Completion; 6. Rejection of the merger; 7.
Rejection of Waiver; 8. Modifications; 9. Entire Agreement. Use this document only if the sellers of a company who hold all the shares of that company exchange those shares for shares to be issued in another company. In both cases, the target companies are attractive because of their ability to generate profits, but they do not intend to grow by management. Thus, the stock exchange mechanism can be used to obtain benefits that cannot be considered without this miraculous mechanism. The term “share exchange” refers to the enterprise contract in the event of a merger or acquisition, in which two companies agree to exchange the equity-based assets of one for that of the other. It is also popularly known as A Stock-by-Stock Exchange, Stock-by-Share. In the event of a merger or acquisition, the acquiring company offers own shares to the shareholders of the target company at a predetermined price derived from the fair swap or exchange ratio. There may be an impact on capital gains tax (CGT) in this type of share transaction. LawLive recommends that you do not use this document until you have spoken to your lawyer, tax advisor/accountant about the provisions of the Income Tax Assessment Act (Cth).
Following the reorganization, Maxclean Cayman will become the Group`s holding company and the Group`s structure will be defined in Annex Three. THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) dated February 3, 2016 (the “Effective Date”) is entered into by and between Micron Technology B.V., a company incorporated and existing under the laws of the Netherlands (“Parent Company”), Micron Semiconductor Taiwan Co. Ltd., a company incorporated and existing under the laws of the Republic of China (the “ROC”) (“Buyer”), and Inotera Memories. Inc., a corporation incorporated and existing under the laws of the ROC (the “Company” and the Parent Company, the Buyer and the Company are each a “Party” and collectively the “Parties”). The e-mail address cannot be subscribed. Please try again. We will definitely use LawLive again and highly recommend you to other companies. Now, let`s take a look at a fictitious company to understand how it works exactly.
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into by and between GDS Holdings Limited, a company incorporated under the laws of the Cayman Islands (“GDSS”), EDC Holding Limited, a company organized under the laws of the Cayman Islands (“GDSI”) and each of the companies, individually and not jointly, whose names appear on GDSI`s list of shareholders, which is attached hereto as Appendix A (the “GDSI Shareholders”) dated June 12, 2014. This share exchange agreement shall contain the following provisions:. . .