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1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Used when majority shareholders need the right to force minority shareholders to join in the sale

3. Non-Competition: Include when seller needs to be restricted from competing post-sale

4. Employee Matters: Required when transaction affects key employees or employment terms

5. Tax Matters: Detailed tax provisions for complex transactions or specific tax structuring

6. Foreign Investment Compliance: Required when transaction involves foreign investors

7. Regulatory Approvals: Detailed section needed for regulated industries or large transactions

8. Earn-out Provisions: Used when part of purchase price is contingent on future performance

1. Share Details: Details of shares being transferred including share certificates

2. Purchase Price Calculation: Detailed breakdown of purchase price and adjustments

3. Disclosure Schedule: Exceptions to representations and warranties

4. Company Information: Key corporate and financial information about the target company

5. Encumbrances: List of existing liens, charges, or encumbrances on shares

6. Required Consents: List of third-party consents needed for transaction

7. Completion Deliverables: Detailed list of documents and items to be delivered at closing

8. Intellectual Property: List of IP owned by the company if material to transaction