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1. Regulatory Compliance: Additional section when either party is subject to specific regulatory requirements or when foreign investment regulations apply

2. Employee Matters: Required when the stock swap affects employment arrangements or involves employee stock ownership plans

3. Non-Competition: Include when parties wish to restrict competitive activities post-transaction

4. Break Fee: Include when parties want to specify compensation if either party terminates the transaction

5. Interim Covenants: Include when there's a significant period between signing and completion, to govern conduct of business during this period

6. Foreign Exchange Provisions: Required when the transaction involves cross-border elements or foreign currency considerations

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

2. Company Information: Corporate information for both companies, including registration details and corporate structure

3. Valuation Report: Independent valuation report supporting the exchange ratio

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

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

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

7. Corporate Approvals: Copies of board and shareholder resolutions approving the swap

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