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How to shade portrait in the Tag-Along Agreement

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What is an example of a drag-along clause?

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.

What is an example of a tag along right clause?

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.

What is the drag along tag along clause?

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.

What is the purpose of a drag-along?

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.

What is the come along and tag-along clause?

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.

What are pro rata tag-along rights?

Types of tag-along rights The second (pro-rata tag-along right) forces the majority holder to reduce the amount of equity it wants to sell and provide the minority an opportunity to also sell their shares on a proportional (pro-rata basis).

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