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

2. Non-Compete Covenants: Required when the seller needs to be restricted from competing post-sale

3. Regulatory Compliance: Needed for regulated companies or when regulatory approvals are required

4. Employee Matters: Important when the seller has been an employee/director and employment arrangements need addressing

5. Intellectual Property Rights: Required when IP ownership or licensing needs to be addressed

6. Minority Shareholder Rights: Needed when other shareholders retain interests in the company

7. Security for Deferred Consideration: Used when payment is not made in full at completion

8. Pre-completion Restructuring: Required when corporate restructuring needs to occur before completion

1. Schedule 1 - Details of the Company: Company information including registration details, directors, and share capital structure

2. Schedule 2 - Completion Requirements: Detailed list of documents and actions required at completion

3. Schedule 3 - Warranties: Full list of warranties given by the seller

4. Schedule 4 - Properties: Details of any company properties if relevant to the transaction

5. Schedule 5 - Intellectual Property: List of company IP rights if material to the transaction

6. Schedule 6 - Employee Information: Details of key employees and their terms if relevant

7. Appendix 1 - Share Transfer Form: Pro forma share transfer form to be used at completion

8. Appendix 2 - Board Minutes: Pro forma board resolutions approving the share transfer

9. Appendix 3 - Disclosure Letter: Seller's disclosures against the warranties