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A shotgun clause (or Texas Shootout Clause [1]) is a term of art, rather than a legal term. It is a specific type of exit provision that may be included in a shareholders' agreement, and may often be referred to as a buy-sell agreement. The shotgun clause allows a shareholder to offer a specific price per share for the other shareholder(s ...
Buy–sell agreement can be in the form of a cross-purchase plan or a repurchase (entity or stock-redemption) plan. For greater neutrality and effectiveness of the buy–sell arrangement, the service of a corporate trustee is recommended. Profit or loss from a buy-sell agreement may trigger tax conquencess and taxable income. [2]
Drag-along right (DAR) is a concept in corporate law, often encountered in the context of venture capital and private equity.. Under the concept, if the majority shareholder(s) of an entity sells their stake, the prospective owner(s) have the right to force the remaining minority shareholders to join the deal.
The Finity Law Firm lists the most common types of investor agreements as follows: Stock purchase agreement. Stock option contract. Restricted stock agreement. Royalty, commission, or percent of ...
The first (“full” tag-along right) allows the minority shareholder to sell all of their shares in the event of a transaction between the majority shareholder and a third party. 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 ...
as between the company and its shareholders, a breach of the shareholders' agreement which does not breach the constitutional documents will still be a valid corporate act, but it may sound in damages against the party who breaches the agreement. as between the company and its shareholders, a breach of the constitutional documents which does ...
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