The Co-Sale Agreement is essential in German corporate transactions where multiple shareholders are involved, particularly in situations involving startups, family businesses, or corporate investments. This document is typically implemented when establishing or updating shareholder arrangements, or when new investors join a company. It provides minority shareholders with protection by ensuring they can participate in favorable exit opportunities on the same terms as majority shareholders. Under German law, specific attention must be paid to notarization requirements, compliance with the GmbHG for GmbH companies, and proper documentation of share transfer procedures. The agreement typically includes detailed mechanisms for valuation, transfer notices, and completion procedures, all structured to comply with German corporate law requirements.

1. Parties: Identification of all parties to the agreement, including the company, majority shareholders, and minority shareholders

2. Background: Context of the agreement, including current shareholding structure and purpose of the co-sale rights

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement, including 'Transfer', 'Shares', 'Offer Notice', etc.

4. Co-Sale Rights: Core provisions detailing the tag-along rights, including triggering events and participation rights

5. Transfer Notice and Procedure: Process for notifying other shareholders of intended transfers and exercising co-sale rights

6. Price and Terms of Transfer: Requirements for ensuring minority shareholders receive the same terms and conditions as the selling shareholder

7. Completion Requirements: Steps required to complete the transfer, including documentation and timing

8. Representations and Warranties: Standard representations regarding share ownership, authority to sell, and compliance with laws

9. Confidentiality: Provisions regarding confidential treatment of the agreement and related information

10. Notices: Formal requirements for all communications under the agreement

11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and severability