������Ƶ

1. Tag Along Rights: Used in partial acquisitions to give remaining shareholders right to join in future sales

2. Drag Along Rights: Used in partial acquisitions to allow majority shareholders to force minorities to join in future sales

3. Non-Competition: Required when sellers need to be restricted from competing post-completion

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

5. Regulatory Compliance: Required for regulated industries or when specific regulatory approvals are needed

6. Tax Covenant: Detailed tax provisions when specific tax risks need to be addressed

7. Transitional Services: Required when seller needs to provide services to target company post-completion

8. Employee Matters: Required when specific employee arrangements need to be addressed

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

2. Details of the Shares: Specific description of shares being transferred including share certificate numbers

3. Warranties: Detailed warranties about the company, business, and shares

4. Properties: Details of company's real estate assets and leases

5. Intellectual Property: List of company's IP rights and registrations

6. Material Contracts: Summary of key commercial contracts

7. Employees: Details of key employees and employment terms

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

9. Form of Resignation Letters: Template resignation letters for outgoing directors

10. Form of Board Resolutions: Template board resolutions approving the share transfer

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