Drag and tag along provisions—articles
Drag and tag along provisions—articles

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Drag and tag along provisions—articles

Insert new articles 45 and 46 in Precedent: Articles of association—private limited company or new articles 70 and 71 in Precedent: Articles of association—public company, and renumber the documents as appropriate:

    1. 1

      Drag Along

      1. 1.1

        If any one or more members receives an offer in writing from a bona fide third party (Third Party) to purchase the entire equity share capital in the Company not already owned by the Third Party (Third Party Offer) and the holders of at least [75]% of the issued shares accept the Third Party Offer (Accepting Shareholders), the Accepting Shareholders are entitled to issue to the remaining members (Other Shareholders) written notice (Drag Along Notice) requiring the Other Shareholders to sell to the Third Party all of the Other Shareholders’ shares upon the terms and conditions specified in the Drag Along Notice.

      1. 1.2

        The terms on which the Accepting Shareholders require the Other Shareholders to sell their shares must be no less favourable than the terms on which the Accepting Shareholders are selling their shares to the Third Party.

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