Remove tag in the Investor Rights Agreement

Aug 6th, 2022
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An Investor Rights Agreement (IRA) is an agreement between an investor and a company that contractually guarantees the investor certain rights including, but not limited to, voting rights, inspection rights, rights of first refusal, and observer rights.
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.
One type of registration rightsknown as demand rightsallows investors to force a company to go public. Piggyback rights, another type, allow investors to have their shares included in a liquidity event.
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.
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.
There are two types of registration rights: demand and piggyback. Demand rights give the investors the power to require the company to file a registration statement, while piggyback rights give the investors the right to join a registration statement initiated by the company.
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.

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