tiktok³ÉÈË°æ

1. Post-Closing Adjustments: Include when the final exchange ratio or consideration may need adjustment based on future events or calculations

2. Competition Compliance: Required when the transaction size meets merger control thresholds

3. Employee Matters: Include when the exchange affects employment arrangements or requires specific employee-related provisions

4. Intellectual Property Rights: Include when IP ownership or licensing is significantly impacted by the exchange

5. Transition Services: Include when one party needs to provide operational support post-closing

6. Break Fee: Include when parties want to specify compensation for transaction failure

7. Drag-Along/Tag-Along Rights: Include when minority shareholders are involved and need protection

1. Schedule 1 - Share Details: Detailed description of shares being exchanged, including share certificates numbers and shareholder information

2. Schedule 2 - Company Information: Corporate details of both companies, including registration numbers, directors, and capital structure

3. Schedule 3 - Calculation of Exchange Ratio: Methodology and calculations for determining the share exchange ratio

4. Schedule 4 - Closing Deliverables: List of documents and items to be delivered at closing

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

6. Schedule 6 - Disclosure Schedule: Exceptions and qualifications to representations and warranties

7. Appendix A - Form of Transfer Instruments: Template documents for effecting the share transfers

8. Appendix B - Corporate Resolutions: Form of corporate approvals required for the transaction