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

2. Drag-Along Rights: Included when majority shareholders want the right to force minority shareholders to join in a sale

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

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

5. Employee Matters: Needed when transaction affects key employees or employment arrangements

6. Tax Covenant: Detailed tax indemnities when specific tax risks need to be addressed

7. Break Fee: Included when parties want to specify compensation for transaction failure

8. Escrow Arrangements: Used when part of purchase price needs to be held in escrow

9. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals needed

1. Details of the Target Company: Corporate information, share capital structure, and other company details

2. Shares Being Sold: Detailed description of shares including share numbers and classes

3. Warranties: Comprehensive list of seller's warranties about the company and business

4. Properties: Details of real estate owned or leased by the target company

5. Intellectual Property: List of IP rights owned or licensed by the target company

6. Material Contracts: Summary of key contracts affecting the business

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

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

9. Disclosed Matters: Information disclosed against the warranties

10. Form of Resignation Letters: Template resignation letters for outgoing directors

11. Board Resolutions: Form of required corporate approvals