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1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders

2. Drag-Along Rights: Included when majority shareholders want the right to force minorities to join in a sale

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

4. Non-Competition: Added when sellers need to be restricted from competing post-sale

5. Employee Matters: Included when the transaction affects key employees or employee shareholders

6. Tax Covenant: Used for complex transactions with specific tax implications

7. Transitional Services: Added when seller needs to provide ongoing services post-completion

8. Break Fee: Used in high-value transactions to protect parties if the deal fails

9. Anti-Dilution Rights: Included when protecting against future share issuances

10. Escrow Arrangements: Used when part of the purchase price needs to be held in escrow

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

2. Details of the Sale Shares: Specific information about shares being transferred

3. Warranties: Detailed list of seller's warranties about the company and business

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 important business contracts

7. Employee Information: Details of key employees and employment terms

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

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

10. Form of Share Transfer Form: Template instrument of transfer for Hong Kong shares