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1. Employee Matters: Required when the exchange affects employment relationships or requires works council consultation

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

3. Post-Closing Covenants: Include when parties need to take specific actions after the exchange completion

4. Non-Competition: Required when parties wish to restrict competitive activities post-exchange

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

6. Integration Planning: Needed when the exchange involves subsequent operational integration

7. Break-up Fee: Include when parties want to specify compensation for transaction termination

1. Share Certificates: Copies of share certificates or documentation of share ownership

2. Corporate Authorization: Board and shareholder resolutions authorizing the share exchange

3. Company Information: Detailed information about both companies, including corporate documents and structure

4. Financial Statements: Recent financial statements of both companies

5. Due Diligence Findings: Summary of key due diligence findings and disclosed matters

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

7. Required Consents: List of third-party consents required for the exchange

8. Closing Checklist: Detailed list of documents and actions required for closing

9. Tax Valuation Report: Independent valuation report for tax purposes

10. Material Contracts: List and copies of material contracts affecting the exchanged shares