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1. Tag-Along Rights: Used when minority shareholders need protection through participation rights in the sale

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

3. Non-Compete Provisions: Added when seller restrictions are required post-completion

4. Employee Matters: Needed when the transfer affects employment arrangements

5. Intellectual Property Rights: Required when IP ownership or licenses are relevant to the share transfer

6. Bank Financing: Included when the purchase involves external financing arrangements

7. Break Fee: Added when parties want to specify compensation for failed completion

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

2. Company Information: Key details about the company including corporate structure and financial statements

3. Warranties: Detailed warranty provisions and any specific disclosures

4. Encumbrances: List of any existing charges or encumbrances on the shares

5. Required Consents: List of third-party consents required for the transfer

6. Completion Obligations: Detailed list of documents and actions required at completion

7. Pre-Completion Reorganization: Details of any corporate restructuring required before completion

8. Existing Shareholder Agreements: Copies or summaries of relevant shareholder agreements