Change sheet in the Tag-Along Agreement

Aug 6th, 2022
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How to change sheet in the Tag-Along Agreement

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a tag along right is a contractual agreement youd make with all of your partners Founders investors that permits uh if if one party is for example going to sell their Equity to an unrelated third party uh the tag along right would permit certain parties to tag along in the sale and ALS o realize some cash out value to their to their Equity so it prevents say one of your Founders from cashing out of your company without bringing you guys along um for the for the uh liquidity event so the tag along allows a party to tag along in a sale so that they can also realize some liquidity or cash to their uh equity

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Peter comes along who wants to buy X company. Jack likes the deal and agrees to sell his shares. Having drag-along rights enables Jack to drag along X companys minority shareholders, requiring them to sell their shares to Peter to complete the purchase.
Provisions in a shareholders agreement can be amended by simply having the shareholders agree to the terms of the amendment in writing. Shareholders do not need to sign an entirely new agreement to make an amendment. They can simply sign a deed of variation.
Also known as piggyback rights and co-sale rights, tag-along rights are the right to participate in another persons negotiated sale of its equity. They enable certain equity holders to force a selling equity holder to include their equity in the sale on a pro rata basis.
For example, if a third party offers to buy out a company and the majority shareholder wish to accept the deal, a drag-along right will ensure that minority shareholders accept the buy-out.
Tag-along rights are mainly used to ensure that the stake of minority stakeholders is considered during a company sale. Tag-along rights also provide greater liquidity to minority shareholders. The minority investors are entitled to the same price and conditions as the majority investor when the shares are sold.
Drag-along rights and tag-along rights are important forms of investment realisation in a shareholders agreement. Drag-along rights favour the majority shareholder while tag-along rights are more beneficial to the minority shareholder.
For example, if you own 10% of the companys shares and you have a tag along right, you would be given the opportunity to sell 10% of the total parcel of shares that are being sold. This type of clause would typically result in shareholders selling some of their shares, but none of them being able to sell all of them.
In its simplest terms, a drag-along is a contract term requiring stockholders to vote in favor of the sale of the company under certain conditions and otherwise cooperate with the sale process in other words, it allows certain parties to drag other stockholders to support such a transaction.

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