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1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale on same terms - include when there are multiple shareholders

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale - include when there are multiple shareholders

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

4. Non-Competition: Include when seller needs to be restricted from competing post-sale

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

6. Tax Matters: Detailed tax provisions - include when complex tax implications exist

7. Transition Services: Include when seller will provide post-closing operational support

8. Foreign Investment Compliance: Include when transaction involves foreign buyers or sellers

1. Schedule A - Share Details: Detailed description of shares being sold, including share certificates numbers and dates

2. Schedule B - Company Information: Details about the company whose shares are being sold, including corporate documents

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

4. Schedule D - Required Consents: List of third-party consents needed for the transaction

5. Schedule E - Disclosed Matters: Exceptions to representations and warranties

6. Schedule F - Corporate Documents: Copies of relevant corporate documents and certificates

7. Schedule G - Financial Statements: Recent financial statements of the company

8. Appendix 1 - Closing Checklist: List of all documents and actions required for closing

9. Appendix 2 - Form of Share Transfer Documents: Templates for share certificates and transfer instruments