Stock Swap Agreement Template for Switzerland

1. Regulatory Approvals: Required when the stock swap needs specific regulatory clearances or filings

2. Employee Matters: Needed when the stock swap affects employee stock options or similar arrangements

3. Third Party Consents: Include when existing agreements require consent for the share transfer

4. Break-up Fee: Optional provision for compensation if one party fails to complete the transaction

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

6. Lock-up Provisions: Required when parties agree to restrictions on further transfer of exchanged shares

7. Price Adjustment: Include when the exchange ratio may need adjustment based on specified events or calculations

1. Schedule A - Share Details: Detailed description of shares being exchanged, including share certificates numbers and shareholder information

2. Schedule B - Company Information: Key corporate information about companies whose shares are being exchanged

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

4. Schedule D - Encumbrances: List of any existing liens, pledges, or other encumbrances on the shares

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

6. Schedule F - Closing Checklist: Detailed list of all documents and actions required for closing

7. Appendix 1 - Board Resolutions: Copies of board resolutions approving the stock swap

8. Appendix 2 - Share Certificates: Forms of share certificates to be issued

9. Appendix 3 - Transfer Forms: Template share transfer forms compliant with Swiss law requirements