1. Tag-Along Rights: Include when existing shareholders have rights to join the transfer

2. Drag-Along Rights: Include when majority shareholders can force minorities to join the transfer

3. Non-Competition: Include when the transferor needs to be restricted from competing

4. Tax Indemnity: Include when specific tax arrangements or indemnities are required

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

6. Security for Deferred Payment: Include when payment is not made in full at completion

7. Directors' Resignations: Include when directors are expected to resign as part of the transfer

8. Regulatory Approvals: Include when the transfer requires regulatory clearance

1. Share Details: Details of shares being transferred including class, numbers, and distinctive numbers

2. Company Information: Key company details including registration number, registered office, and share capital

3. Warranties: Detailed warranties about the company and its business

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

5. Encumbrances: List of any existing encumbrances on the shares

6. Company Accounts: Recent financial statements or management accounts

7. Property Schedule: Details of company property if relevant to the transfer

8. Intellectual Property: Schedule of company IP rights if relevant to the transfer