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1. Anti-dilution Provisions: Used when protecting against future share issuances, particularly in partial stake sales

2. Tag-Along Rights: Include when minority shareholders need protection in partial stake sales

3. Drag-Along Rights: Include when majority shareholders want to ensure ability to force sale of minority stakes

4. Non-Competition: Include when seller is required to restrict future competitive activities

5. Employee Matters: Include when the transaction affects key employees or management

6. Intellectual Property Rights: Include when IP is a significant company asset

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

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

1. Share Details: Details of shares being transferred including share certificates numbers and class of shares

2. Company Information: Key corporate information including registration details, licenses, and permits

3. Warranties: Detailed warranties and representations by the seller regarding the company and shares

4. Completion Checklist: List of all documents and actions required for completion

5. Encumbrances: List of any existing encumbrances on the shares

6. Corporate Structure: Pre and post-completion corporate structure diagrams

7. Required Consents: List of third-party and regulatory consents required

8. Disclosure Letter: Seller's disclosures against the warranties