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The Right of First Refusal Agreement is a crucial legal instrument in German business and property transactions, designed to protect parties' interests in potential future sales. This document is commonly used in real estate transactions, corporate shareholdings, and commercial asset deals where a party wishes to secure priority purchase rights. Under German law, the agreement must clearly define the triggering events, notification requirements, and exercise procedures in compliance with the German Civil Code (BGB). It's particularly valuable in situations involving strategic assets, business partnerships, or property developments where maintaining control over ownership transfers is essential. The agreement can be structured to accommodate various asset types and transaction scenarios, while ensuring adherence to German legal requirements regarding form and content.

1. Parties: Identification of the contracting parties: the grantor (owner/potential seller) and the beneficiary of the right of first refusal

2. Background: Context of the agreement, relationship between parties, and general purpose of granting the right of first refusal

3. Definitions: Key terms including 'Subject Matter', 'Triggering Event', 'Exercise Period', 'Offer Notice', and other relevant definitions

4. Grant of Right: Express provision granting the right of first refusal and its scope

5. Subject Matter: Detailed description of the asset(s) subject to the right of first refusal

6. Triggering Events: Specific circumstances that activate the right of first refusal

7. Notification Procedure: Process for notifying the beneficiary of a third-party offer, including timing and content requirements

8. Exercise Procedure: Process and timeframe for exercising the right, including form requirements and payment terms

9. Purchase Price and Payment Terms: Determination of purchase price and payment conditions upon exercise of the right

10. Duration and Termination: Term of the agreement and circumstances for early termination

11. Binding Effect: Provisions regarding successors and assigns

12. Governing Law: Explicit reference to German law and jurisdiction

13. Miscellaneous: Standard provisions including severability, entire agreement, and amendments