1. Tag-Along Rights: Used when minority shareholders need protection to participate in share sales on same terms

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

3. Non-Competition: Added when seller restrictions on future competitive activities are required

4. Employee Matters: Included when the transaction affects key employees or employment arrangements

5. Tax Matters: Used when specific tax arrangements or allocations need to be addressed

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

7. Break-up Fee: Included when parties want to specify damages for transaction termination

8. Supervisory Board Composition: Used when changes to the supervisory board are part of the transaction

1. Share Certificate Details: List and copies of share certificates being transferred

2. Corporate Documents: Articles of association, shareholder agreements, and other relevant corporate documents

3. Financial Statements: Recent financial statements and management accounts of the company

4. Material Contracts: List and copies of important contracts affecting the company

5. Intellectual Property: Schedule of IP rights owned or licensed by the company

6. Required Consents: List of third-party and governmental approvals needed

7. Encumbrances: Details of any liens or encumbrances on the shares

8. Disclosure Schedule: Exceptions and qualifications to representations and warranties

9. Form of Closing Certificate: Template for closing certificates to be delivered at completion

10. Transfer Forms: Required German share transfer documentation and forms