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1. Post-Completion Covenants: Ongoing obligations after completion, used when parties need to maintain certain commitments post-exchange

2. Management and Operations: Provisions regarding company management post-exchange, used when there will be significant operational changes

3. Employee Matters: Provisions dealing with employee retention and benefits, used when employment is a key consideration

4. Regulatory Compliance: Additional compliance requirements, used when the transaction requires specific regulatory approvals

5. Break Fee: Compensation payable if the transaction fails, used in higher-value or more complex exchanges

6. Non-Competition: Restrictions on competitive activities, used when protecting business interests is crucial

7. Transitional Services: Arrangements for ongoing services between parties, used when operational support is needed post-exchange

1. Share Details: Detailed description of shares being exchanged, including share certificates numbers and shareholding history

2. Company Information: Corporate information for each company, including registration details and corporate structure

3. Completion Checklist: List of all documents and actions required for completion

4. Disclosure Letter: Disclosures against the warranties and representations

5. Board and Shareholder Resolutions: Required corporate approvals for the transaction

6. Valuation Report: Independent valuation of shares being exchanged

7. Material Contracts: List and copies of material contracts affected by the exchange

8. Regulatory Approvals: Copies of required regulatory approvals and correspondence