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1. Break Fees: Applicable when parties want to specify compensation if the transaction fails due to specific reasons

2. Due Diligence: Required when parties need to conduct investigation of shares/companies before closing

3. Post-Closing Covenants: Needed when parties have ongoing obligations after the swap completion

4. Competition Clearance: Required when the transaction meets merger control thresholds

5. Shareholder Approval: Necessary when shareholder approval is required under corporate documents

6. Lock-up Provisions: Optional restrictions on further transfer of exchanged shares

7. Market Abuse Provisions: Required for listed companies to ensure compliance with MAR

8. Employee Matters: Needed when the swap affects employee share schemes or rights

1. Share Details: Detailed description of shares being exchanged, including rights and restrictions

2. Company Information: Corporate information about both companies involved in the swap

3. Valuation Report: Independent valuation report or agreed calculation methodology

4. Closing Checklist: List of documents and actions required for closing

5. Form of Transfer Instruments: Template documents for executing the share transfers

6. Existing Encumbrances: List of any existing charges or restrictions on the shares

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

8. Tax Calculations: Detailed tax implications and calculations for the swap