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1. Purchase Price Adjustment: Used when the final purchase price may be adjusted based on closing accounts or other factors

2. Non-Competition and Non-Solicitation: Used when the seller needs to be restricted from competing or soliciting employees/customers

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

4. Tax Matters: Used when specific tax treatments or allocations need to be addressed

5. Employee Matters: Used when there are specific arrangements regarding key employees

6. Intellectual Property: Used when IP assets are material to the transaction

7. Real Property: Used when the company owns significant real estate assets

8. Environmental Matters: Used when environmental liabilities are a concern

9. Transition Services: Used when the seller will provide services post-closing

1. Schedule A - Share Details: Details of the shares being sold including class, certificate numbers, and share numbers

2. Schedule B - Purchase Price Calculation: Detailed breakdown of the purchase price and any adjustments

3. Schedule C - Encumbrances: List of any liens, charges, or encumbrances on the shares

4. Schedule D - Corporate Information: Details about the corporation including articles, bylaws, and material contracts

5. Schedule E - Closing Deliverables: List of all documents and items to be delivered at closing

6. Schedule F - Representations and Warranties Disclosure: Exceptions or qualifications to the representations and warranties

7. Appendix 1 - Form of Share Certificate: Form of new share certificate to be issued to purchaser

8. Appendix 2 - Form of Resolution: Form of director's resolution approving the share transfer