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1. Break Fee: Applies when parties want to specify compensation if the transaction fails under certain circumstances

2. Non-Competition: Required when restricting parties from competing post-completion

3. Earn-Out Provisions: Used when part of the exchange consideration is contingent on future performance

4. Employee Matters: Necessary when the exchange affects employment arrangements

5. Intellectual Property Rights: Required when IP ownership or licenses are affected by the exchange

6. Third Party Rights: Needed when third parties have specific rights or obligations under the agreement

7. Force Majeure: Optional clause dealing with unforeseen circumstances preventing completion

8. Data Protection: Required when personal data processing is involved in the transaction

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

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

3. Company Information: Key details about the companies whose shares are being exchanged

4. Warranties: Detailed warranties given by each party

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

6. Corporate Approvals: Copies of required board and shareholder resolutions

7. Due Diligence Findings: Summary of key due diligence findings and any identified issues

8. Tax Calculations: Details of tax implications and calculations

9. Regulatory Approvals: List of required regulatory approvals and their status