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1. Employee Matters: Required when the exchange affects employment agreements or employee share ownership plans

2. Regulatory Approvals: Needed when the transaction requires competition law or other regulatory clearances

3. Transition Services: Include when ongoing services between the parties are needed post-closing

4. Non-Competition: Added when restrictions on future business activities are required

5. Earnout Provisions: Include when part of the consideration is contingent on future performance

6. Foreign Investment Provisions: Required when the transaction involves foreign investors and Investment Canada Act approval

7. Shareholder Approval: Needed when shareholder approval is required for the exchange

1. Schedule A - Share Capital: Detailed description of the share capital of both companies

2. Schedule B - Exchange Mechanics: Detailed procedures for implementing the share exchange

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

4. Schedule D - Encumbrances: List of any liens or encumbrances on the shares being exchanged

5. Schedule E - Material Contracts: List of material contracts affected by the exchange

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

7. Schedule G - Tax Elections: Forms and procedures for tax elections

8. Appendix 1 - Form of Share Certificates: Form of new share certificates to be issued

9. Appendix 2 - Corporate Resolutions: Form of corporate resolutions approving the exchange