This exchange of shares agreement long form template has 5 pages and is a MS Word file type listed under our finance & accounting documents.
Sample of our exchange of shares agreement long form template:
EXCHANGE AGREEMENT This Exchange of Shares Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "Shareholder"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] HEREAS the authorized share capital of the Corporation consists of an unlimited number of Class [SPECIFY] common shares, an unlimited number of Class [SPECIFY] common shares, an unlimited number of Class [SPECIFY] preferred shares, an unlimited number of Class [SPECIFY] preferred shares and an unlimited number of Class [SPECIFY] preferred shares; WHEREAS the Shareholder represents that he is the owner of [NUMBER] Class [SPECIFY] common shares in the capital stock of the Corporation (the "Common Shares"); WHEREAS the [COMPANY NAME] have determined that the fair market value of the Common Shares is [AMOUNT]; WHEREAS the Common Shares have an aggregate stated capital of [AMOUNT]; WHEREAS the Shareholder wishes to exchange the Common Shares for [NUMBER] Class [SPECIFY] preferred share in the capital stock of the Corporation and the Corporation is willing to permit such exchange; NOW THEREFORE, IT IS AGREED AS FOLLOWS: SHARES EXCHANGED AND EXCHANGE PRICE Subject to the terms and conditions set forth in this Agreement, the Shareholder hereby tenders the Common Shares to the Corporation, hereto present and accepting, and delivers to the Corporation one or more certificates representing the Common Shares duly endorsed to the Corporation for transfer. The aggregate exchange price for the Common Shares is [AMOUNT], which the parties consider to be the fair market value of the Common Shares (the "Exchange Price") payable as set forth at Article [NUMBER] hereof. PAYMENT OF THE EXCHANGE PRICE The Shareholder acknowledges that he has received a certificate representing [NUMBER] Class [SPECIFY] preferred share of the Corporation (the "Preferred Share") in full payment of the Exchange Price. The [COMPANY NAME] hereto determine that the Preferred Share has a fair market value of and is, in all circumstances of the transaction, the fair equivalent of a consideration payable in cash of [AMOUNT] for the Preferred Share issued and allotted hereunder. SHAREHOLDER'S REPRESENTATIONS AND WARRANTIES The Shareholder represents and warrants to the Corporation that: the Common Shares are owned by the Shareholder by good and marketable title; the Common Shares have been duly issued and are outstanding as fully paid and non-assessable shares; the Shareholder is a resident of [COUNTRY] for the purposes of the Income Tax [ACT/LAW/RULE] ([COUNTRY]) (the "Federal Act") and the Taxation [ACT/LAW/RULE] ([STATE/PROVINCE]) (the "[STATE/PROVINCE] Act"); the exchange and delivery of the Common Shares as provided for in this Agreement shall not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both, constitutes a breach of or default under any agreement, instrument, order, judgment or decree to which the Shareholder is subject; this Agreement constitutes a valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar [YOUR COUNTRY LAW] generally affecting enforceability of creditors' rights. CORPORATION'S REPRESENTATIONS AND WARRANTIES The Corporation represents and warrants to the Shareholder that: the Corporation is a corporation incorporated under the [YOUR COUNTRY LAW] of [COUNTRY] and is duly organized and validly existing thereunder; all necessary corporate action and proceedings have been taken to permit the execution of this Agreement. No approval or consent of any public or private authority is required to enter into this Agreement or to consummate the transaction provided for herein; the aforementioned actions do not conflict with or result in or cause the occurrence of an event or condition which, immediately or after notice or lapse of time or both constitutes a breach of or default under the articles or by-laws of the Corporation or under any agreement, instrument, order, judgment or decree to which the Corporation is subject; the Preferred Share has been validly allotted and issued and is registered in the name of the Shareholder; the Corporation is a taxable [COUNTRY] corporation within the meaning of the Federal [ACT/LAW/RULE] and the [STATE/PROVINCE] [ACT/LAW/RULE]; and this Agreement constitutes a valid and binding obligation of the Corporation enforceable against it in accordance with its terms, provided that enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting enforceability of creditors' rights. STATED CAPITAL ACCOUNT AND PRICE ADJUSTMENT CLAUSE
