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1. Tag-Along Rights: Used when minority shareholders need protection to join in the sale

2. Drag-Along Rights: Used when majority shareholders need the right to force minorities to join the sale

3. Competition Compliance: Required when the transaction size triggers Philippine Competition Act requirements

4. Foreign Investment Provisions: Required when the buyer is foreign and industry-specific ownership restrictions apply

5. Tax Covenants: Detailed tax-related provisions when complex tax implications exist

6. Employee Matters: Required when the share sale affects key employment arrangements

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

8. Break Fee: Used when parties want to specify compensation for transaction failure

1. Share Details: Detailed description of the shares being sold including share certificates numbers

2. Company Information: Key corporate information including registration details, directors, and capital structure

3. Warranties: Detailed warranties about the company and its business

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

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

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

7. Disclosed Matters: Matters disclosed against the warranties

8. Corporate Documents: List of key corporate documents and contracts