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1. Regulatory Compliance: Required when specific regulatory approvals are needed, especially for listed companies or regulated industries

2. Foreign Ownership Provisions: Required when the exchange involves foreign parties and compliance with foreign ownership restrictions

3. Competition Clearance: Required when the transaction size requires competition authority approval

4. Employee Matters: Required when the exchange affects employee share schemes or employment arrangements

5. Intellectual Property Rights: Required when IP ownership is significantly impacted by the share exchange

6. Break Fee: Optional provisions for break fees if the transaction fails to complete

7. Earn-out Provisions: Required when part of the exchange consideration is contingent on future performance

1. Share Details Schedule: Detailed information about the shares being exchanged, including share certificates and company registration details

2. Company Information: Corporate information, shareholding structure, and financial statements of both companies

3. Warranties Schedule: Detailed warranties given by each party

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

5. Form of Transfer Instruments: Templates for share transfer forms and other required documentation

6. Regulatory Approvals: List of required regulatory approvals and status

7. Encumbrances: Details of any existing encumbrances on the shares

8. Valuation Report: Independent valuation report if required for the share exchange