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1. Break-up Fee: Used when parties want to specify penalties for failing to complete the swap

2. Foreign Investment Provisions: Required when one or more parties are foreign entities

3. Competition Compliance: Needed when the swap could have market concentration implications

4. Employee Matters: Included when the swap affects employment arrangements

5. Intellectual Property Rights: Required when the exchanged shares involve companies with significant IP assets

6. Share Rights and Restrictions: Used when specific rights or restrictions attach to the swapped shares

7. Future Right of First Refusal: Optional provisions for future share transfers

8. Dispute Resolution: Alternative dispute resolution mechanisms beyond court jurisdiction

1. Schedule 1 - Share Details: Detailed description of shares being swapped, including class, rights, and numbers

2. Schedule 2 - Valuation Methodology: Detailed procedures and formulas for share valuation

3. Schedule 3 - Required Regulatory Approvals: List of specific regulatory approvals needed

4. Schedule 4 - Closing Checklist: Detailed list of documents and actions required for closing

5. Schedule 5 - Form of Transfer Instruments: Templates for share transfer documentation

6. Appendix A - Corporate Authority Documents: Required corporate approvals and authorizations

7. Appendix B - Disclosure Schedules: Exceptions to representations and warranties

8. Appendix C - Due Diligence Requirements: List of required due diligence items and procedures