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1. Regulatory Compliance: Include when the transaction requires specific regulatory approvals or compliance measures

2. Foreign Investment Provisions: Required when the swap involves international parties or cross-border elements

3. Employee Matters: Include when the stock swap affects employee share schemes or employment arrangements

4. Integration Provisions: Required when the swap is part of a larger merger or integration plan

5. Break Fee: Include when parties agree to compensation if the transaction fails under specific circumstances

6. Anti-dilution Provisions: Include when protecting against share dilution is necessary

7. Tag-Along/Drag-Along Rights: Include when minority shareholder rights need to be addressed

1. Schedule 1: Share Details: Detailed description of shares being exchanged, including class, rights, and current ownership

2. Schedule 2: Completion Requirements: Checklist of documents and actions required for completion

3. Schedule 3: Company Information: Key corporate information about both companies involved in the swap

4. Schedule 4: Warranties: Detailed warranties given by each party

5. Schedule 5: Encumbrances: List of any existing encumbrances on the shares being exchanged

6. Schedule 6: Required Consents: List of third-party and regulatory consents required

7. Appendix A: Share Certificates: Copies of relevant share certificates

8. Appendix B: Board Resolutions: Copies of board resolutions approving the swap

9. Appendix C: Valuation Reports: Independent valuation reports if applicable