Copy drawing in the Tag-Along Agreement

Aug 6th, 2022
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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.
A drag-along right is a provision or clause in an agreement that enables a majority shareholder to force a minority shareholder to join in the sale of a company. The majority owner doing the dragging must give the minority shareholder the same price, terms, and conditions as any other seller.
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.
Rights of first refusal are often paired with co-sale rights (also known as tag-along rights). Co-sale rights give the holder the option to participate in the sale of the startupor any other liquidation eventon equal terms as the other parties involved.
Tag-along rights also referred to as co-sale rights, are contractual obligations used to protect a minority shareholder, usually in a venture capital deal. If a majority shareholder sells his stake, it gives the minority shareholder the right to join the transaction and sell their minority stake in the company.
ROFR focuses on controlling who can become a shareholder. Tag-Along Rights ensure minority shareholders can exit on similar terms as majority shareholders. Drag-Along Rights enable a cohesive sale process by aligning shareholder interests.
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.

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