Finish symbol in the Tag-Along Agreement

Aug 6th, 2022
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How to finish symbol in the Tag-Along Agreement

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[Music] ladies and gentlemen welcome back to another episode of logic live and I want to get into shareholder agreements again the last episode we talked about the negative effects of not having a shareholder agreement specifically in the context of a deceased shareholder and the effects that it has on the corporation can effectively paralyze a corporation and its an its functioning today I want to get into something more specific I want to touch upon the points that I like to see and then I want you to know about when youre negotiating a shareholder agreement and when you have those reflexes when youre having those partnership discussions we know whether with your own shareholders or whether its with an investor or anyone else so humor seven things that a shareholder agreement should contain at any given time so I want to get in firstly two obligations of the shareholders this is important because it gives an opportunity for the shareholders to define and limit all their rules an

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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.
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. Basically the minority shareholders are dragged into accepting the deal on the terms negotiated by the majority shareholder.
A drag-along right enables a majority shareholder to force a minority shareholder to join in the sale of a company. During the sale of a company, prospective buyers are often looking for complete control of the target firm. There are benefits for both majority and minority shareholders with drag-along provisions.
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.
The drag along clause requires the minor shareholder to sell their shares. The tag along clause requires the minor shareholder to be allowed to join in on a sale. Both clauses are designed to give the minor shareholder the rights to receive the same price, terms and conditions as any other seller.
Full Tag-along Rights: Full tag-along rights allow minority shareholders to sell their shares on the same terms and conditions as the majority shareholders. This provision ensures complete protection and equal treatment for minority shareholders.
Conversely, a tag-along (or come-along) clause gives minority shareholders the right to join a transaction if the majority shareholders sell their stake. It ensures that minority shareholders can exit the company under similar terms and avoid being left with an illiquid and potentially less valuable stake.

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