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Share Swap Agreement Guide
Summary
The initial document was a Membership Interest Purchase Agreement, not suitable for a share swap. A Share Swap Agreement was drafted for EPDA USA INC. And CEBIS-USA LLC, detailing a swap of 5% of EPDAs membership interests for 2% of CEBISs. Key elements include swap terms, closing conditions, representations, warranties, and governing law (Texas). Its crucial to consult a local attorney to ensure compliance with legal requirements.Full Conversation
can you please provide a share swap legal document considering the details from above document
Sure, here is a simplified Share Swap Agreement based on the details from the provided document:
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SHARE SWAP AGREEMENT
This Share Swap Agreement ("Agreement"), dated [Date], is made by and between EPDA USA INC. ("Party A"), a Delaware Incorporation company, and CEBIS-USA LLC, a Texas limited liability company ("Party B").
Whereas Clauses
- WHEREAS, Party A is the sole and exclusive owner of *% of the issued and outstanding membership interests in EPDA USA INC. ("Company A");
- WHEREAS, Party B is the sole and exclusive owner of *% of the issued and outstanding membership interests in CEBIS-USA LLC ("Company B");
- WHEREAS, Party A and Party B wish to swap a portion of their respective Membership Interests in Company A and Company B on the terms and conditions set forth in this Agreement;
Now, Therefore, in Consideration of the mutual promises, covenants, and conditions contained herein, the parties agree as follows:
*. Share Swap
*.* Swap of Membership Interests. Upon the terms and subject to the conditions of this Agreement, Party A agrees to swap, convey, assign, transfer, and deliver to Party B, and Party B agrees to swap, convey, assign, transfer, and deliver to Party A, *% of their respective Membership Interests in Company A and Company B at the Closing.
*. Closing
*.* Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on [TBD] remotely via the exchange of documents and signatures, as may be agreed upon by the parties.
*.* Deliverables at Closing. At Closing, each party shall deliver to the other (i) a duly executed Assignment of Membership Interests in form and substance satisfactory to the other party, and (ii) written consents of the members of their respective companies approving the swap of Membership Interests.
*. Representations and Warranties
*.* Authority; Binding Obligation. Each party has all necessary power and authority to execute, deliver, and perform its obligations under this Agreement; this Agreement constitutes a legal, valid, and binding obligation of each party, enforceable against each party in accordance with its terms.
*.* Title and Related Matters. Each party is the legal and beneficial owner of the Membership Interests being swapped, free and clear of all liens, charges, encumbrances, claims, and restrictions.
*. Covenants
*.* Further Assurances. Each party hereto shall execute and deliver such additional documents and perform such further acts as may be necessary or appropriate to effectuate, carry out, and comply with all terms, conditions, obligations, and restrictions set forth in this Agreement.
*. Miscellaneous
*.* Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws principles.
*.* Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
*.* Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all parties hereto.
*.* Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Share Swap Agreement as of the date first above written.
PARTY A:
Signature: ________________________
Name: [TBD]
Title: [TBD]
PARTY B:
Signature: ________________________
Name: [TBD]
Title: [TBD]
COMPANY A CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
COMPANY B CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
---
Please review this template with a local attorney to ensure it meets all legal requirements and specifics of your situation.
---
SHARE SWAP AGREEMENT
This Share Swap Agreement ("Agreement"), dated [Date], is made by and between EPDA USA INC. ("Party A"), a Delaware Incorporation company, and CEBIS-USA LLC, a Texas limited liability company ("Party B").
Whereas Clauses
- WHEREAS, Party A is the sole and exclusive owner of *% of the issued and outstanding membership interests in EPDA USA INC. ("Company A");
- WHEREAS, Party B is the sole and exclusive owner of *% of the issued and outstanding membership interests in CEBIS-USA LLC ("Company B");
- WHEREAS, Party A and Party B wish to swap a portion of their respective Membership Interests in Company A and Company B on the terms and conditions set forth in this Agreement;
Now, Therefore, in Consideration of the mutual promises, covenants, and conditions contained herein, the parties agree as follows:
*. Share Swap
*.* Swap of Membership Interests. Upon the terms and subject to the conditions of this Agreement, Party A agrees to swap, convey, assign, transfer, and deliver to Party B, and Party B agrees to swap, convey, assign, transfer, and deliver to Party A, *% of their respective Membership Interests in Company A and Company B at the Closing.
*. Closing
*.* Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on [TBD] remotely via the exchange of documents and signatures, as may be agreed upon by the parties.
*.* Deliverables at Closing. At Closing, each party shall deliver to the other (i) a duly executed Assignment of Membership Interests in form and substance satisfactory to the other party, and (ii) written consents of the members of their respective companies approving the swap of Membership Interests.
*. Representations and Warranties
*.* Authority; Binding Obligation. Each party has all necessary power and authority to execute, deliver, and perform its obligations under this Agreement; this Agreement constitutes a legal, valid, and binding obligation of each party, enforceable against each party in accordance with its terms.
*.* Title and Related Matters. Each party is the legal and beneficial owner of the Membership Interests being swapped, free and clear of all liens, charges, encumbrances, claims, and restrictions.
*. Covenants
*.* Further Assurances. Each party hereto shall execute and deliver such additional documents and perform such further acts as may be necessary or appropriate to effectuate, carry out, and comply with all terms, conditions, obligations, and restrictions set forth in this Agreement.
*. Miscellaneous
*.* Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws principles.
*.* Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
*.* Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all parties hereto.
*.* Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Share Swap Agreement as of the date first above written.
PARTY A:
Signature: ________________________
Name: [TBD]
Title: [TBD]
PARTY B:
Signature: ________________________
Name: [TBD]
Title: [TBD]
COMPANY A CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
COMPANY B CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
---
Please review this template with a local attorney to ensure it meets all legal requirements and specifics of your situation.
can you please provide a share swap legal document considering the details from above document and swap of *% of EPDA against *% of CEBIS
Sure, here's an updated Share Swap Agreement considering a swap of *% of EPDA against *% of CEBIS:
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SHARE SWAP AGREEMENT
This Share Swap Agreement ("Agreement"), dated [Date], is made by and between EPDA USA INC. ("Party A"), a Delaware Incorporation company, and CEBIS-USA LLC, a Texas limited liability company ("Party B").
Whereas Clauses
- WHEREAS, Party A is the sole and exclusive owner of *% of the issued and outstanding membership interests in EPDA USA INC. ("Company A");
- WHEREAS, Party B is the sole and exclusive owner of *% of the issued and outstanding membership interests in CEBIS-USA LLC ("Company B");
- WHEREAS, Party A and Party B wish to swap a portion of their respective Membership Interests in Company A and Company B on the terms and conditions set forth in this Agreement;
Now, Therefore, in Consideration of the mutual promises, covenants, and conditions contained herein, the parties agree as follows:
*. Share Swap
*.* Swap of Membership Interests. Upon the terms and subject to the conditions of this Agreement, Party A agrees to swap, convey, assign, transfer, and deliver to Party B, and Party B agrees to swap, convey, assign, transfer, and deliver to Party A, *% of their Membership Interests in Company A in exchange for *% of their Membership Interests in Company B at the Closing.
*. Closing
*.* Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on [TBD] remotely via the exchange of documents and signatures, as may be agreed upon by the parties.
*.* Deliverables at Closing. At Closing, each party shall deliver to the other (i) a duly executed Assignment of Membership Interests in form and substance satisfactory to the other party, and (ii) written consents of the members of their respective companies approving the swap of Membership Interests.
*. Representations and Warranties
*.* Authority; Binding Obligation. Each party has all necessary power and authority to execute, deliver, and perform its obligations under this Agreement; this Agreement constitutes a legal, valid, and binding obligation of each party, enforceable against each party in accordance with its terms.
*.* Title and Related Matters. Each party is the legal and beneficial owner of the Membership Interests being swapped, free and clear of all liens, charges, encumbrances, claims, and restrictions.
*. Covenants
*.* Further Assurances. Each party hereto shall execute and deliver such additional documents and perform such further acts as may be necessary or appropriate to effectuate, carry out, and comply with all terms, conditions, obligations, and restrictions set forth in this Agreement.
*. Miscellaneous
*.* Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws principles.
*.* Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
*.* Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all parties hereto.
*.* Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Share Swap Agreement as of the date first above written.
PARTY A:
Signature: ________________________
Name: [TBD]
Title: [TBD]
PARTY B:
Signature: ________________________
Name: [TBD]
Title: [TBD]
COMPANY A CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
COMPANY B CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
---
Please review this template with a local attorney to ensure it meets all legal requirements and specifics of your situation.
---
SHARE SWAP AGREEMENT
This Share Swap Agreement ("Agreement"), dated [Date], is made by and between EPDA USA INC. ("Party A"), a Delaware Incorporation company, and CEBIS-USA LLC, a Texas limited liability company ("Party B").
Whereas Clauses
- WHEREAS, Party A is the sole and exclusive owner of *% of the issued and outstanding membership interests in EPDA USA INC. ("Company A");
- WHEREAS, Party B is the sole and exclusive owner of *% of the issued and outstanding membership interests in CEBIS-USA LLC ("Company B");
- WHEREAS, Party A and Party B wish to swap a portion of their respective Membership Interests in Company A and Company B on the terms and conditions set forth in this Agreement;
Now, Therefore, in Consideration of the mutual promises, covenants, and conditions contained herein, the parties agree as follows:
*. Share Swap
*.* Swap of Membership Interests. Upon the terms and subject to the conditions of this Agreement, Party A agrees to swap, convey, assign, transfer, and deliver to Party B, and Party B agrees to swap, convey, assign, transfer, and deliver to Party A, *% of their Membership Interests in Company A in exchange for *% of their Membership Interests in Company B at the Closing.
*. Closing
*.* Closing Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on [TBD] remotely via the exchange of documents and signatures, as may be agreed upon by the parties.
*.* Deliverables at Closing. At Closing, each party shall deliver to the other (i) a duly executed Assignment of Membership Interests in form and substance satisfactory to the other party, and (ii) written consents of the members of their respective companies approving the swap of Membership Interests.
*. Representations and Warranties
*.* Authority; Binding Obligation. Each party has all necessary power and authority to execute, deliver, and perform its obligations under this Agreement; this Agreement constitutes a legal, valid, and binding obligation of each party, enforceable against each party in accordance with its terms.
*.* Title and Related Matters. Each party is the legal and beneficial owner of the Membership Interests being swapped, free and clear of all liens, charges, encumbrances, claims, and restrictions.
*. Covenants
*.* Further Assurances. Each party hereto shall execute and deliver such additional documents and perform such further acts as may be necessary or appropriate to effectuate, carry out, and comply with all terms, conditions, obligations, and restrictions set forth in this Agreement.
*. Miscellaneous
*.* Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflicts of laws principles.
*.* Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.
*.* Amendments and Waivers. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all parties hereto.
*.* Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Share Swap Agreement as of the date first above written.
PARTY A:
Signature: ________________________
Name: [TBD]
Title: [TBD]
PARTY B:
Signature: ________________________
Name: [TBD]
Title: [TBD]
COMPANY A CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
COMPANY B CONSENT:
Consent to the transfer of Membership Interests as provided in this Agreement.
Signature: ________________________
Name:
Title:
---
Please review this template with a local attorney to ensure it meets all legal requirements and specifics of your situation.
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