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

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

3. Non-Competition: Include when sellers need to be restricted from competing with the business post-sale

4. Management Provisions: Include when sellers will continue to be involved in management post-completion

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

6. Employee Matters: Include when specific arrangements for key employees are part of the transaction

7. Tax Covenant: Include when specific tax indemnities or arrangements are required

8. Transitional Services: Include when seller will provide services to the business for a period post-completion

1. Details of the Company: Complete corporate information including share capital, directors, and subsidiaries

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Full set of warranties given by the seller

5. Properties: Details of all real estate owned or leased by the company

6. Intellectual Property: Schedule of all IP owned or licensed by the company

7. Material Contracts: List and details of key commercial contracts

8. Employee Information: Details of employees, benefits, and employment terms

9. Financial Information: Recent financial statements and management accounts

10. Disclosure Letter: Seller's disclosures against the warranties