1. Tag-Along Rights: Include when minority shareholders need protection to join in the sale on same terms

2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join the sale

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

4. Tax Covenants: Include for complex transactions with specific tax implications or indemnities

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

6. Break Fee: Include when parties want to specify compensation for transaction failure

7. Post-Completion Adjustments: Include when purchase price may need adjustment based on completion accounts

8. Transitional Services: Include when seller needs to provide continued services post-completion

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

2. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

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

4. Company Information: Key details about the company including corporate information and financial statements

5. Warranties: Detailed warranties given by the seller regarding the company and its business

6. Disclosed Matters: Disclosure against the warranties provided by the seller

7. Property Schedule: Details of company's real property assets if material to the transaction

8. Material Contracts: List and details of important contracts affecting the company

9. Intellectual Property: Schedule of company's IP rights if material to the transaction