Santa Clara California Co-Sale Agreement is a legally binding contract that governs the rights and obligations of parties in relation to the co-sale of securities in Santa Clara, California. This agreement is commonly used in the field of venture capital and startup investments. It ensures that certain shareholders have the right to sell their shares alongside the company's primary shareholders, usually during a liquidity event such as an acquisition or IPO. The Santa Clara California Co-Sale Agreement contains several essential clauses and terms that protect the interests of shareholders involved in the co-sale. These include: 1. Parties: The agreement identifies the parties involved, including the company, primary shareholders, and co-sale shareholders. 2. Co-Sale Right: The agreement outlines the co-sale rights of the shareholders, granting them the ability to sell their shares on the same terms and conditions as the primary shareholders. 3. Triggering Events: It specifies the triggering events that allow the co-sale right to be exercised, such as the proposed sale of shares by primary shareholders or a change in control of the company. 4. Procedure and Mechanics: The agreement describes the process and mechanics to be followed during a co-sale, including the notice requirements, timelines, allocation of shares, and closing procedures. 5. Transfer Restrictions: It may include restrictions on transferring shares to non-accredited investors or require the consent of the company or other shareholders for certain transfers. 6. Exclusivity: The agreement may provide for a period of exclusivity during which the co-sale shareholders have the right to sell their shares, ensuring fairness and equal opportunity. 7. Consideration: It specifies the price and terms at which the co-sale shares are to be sold, usually mirroring the price and terms offered to the primary shareholders. 8. Amendments and Waivers: The agreement may define the process for making amendments and waivers, ensuring that any changes are agreed upon by all parties involved. It's worth mentioning that while there may not be different types of Santa Clara California Co-Sale Agreements per se, variations and customizations can be made to suit the specific needs and preferences of the parties involved. The terms and conditions within the agreement can be modified based on the particularities of each investment or business transaction, making it a flexible document.