If there is a bona fide takeover bid from a third party, a majority of the shareholders can agree to the take-over on behalf of all shareholders due to the drag-along provisions. These provisions require the remaining shareholders to sell all of their shares to the third-party acquiror. Any remaining shareholder who fails to comply with the drag-along will be subject to the exercise of a power of attorney designed to allow the majority shareholders to complete the takeover bid.

Takeaway:

• A company needs to be prepared for all future scenarios including takeover scenarios, and drag-along provisions are part of that preparation.

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