Fill online: Drag-along notice to the minority shareholders, with the joinder and completion requirements

Try the first few blanks free and watch the document fill in on the right. Pay, and the whole document opens here to finish and download in Word and PDF.

0 of 61 blanks filled

Leave a blank empty and it stays highlighted in your document, to fill by hand. Your answers are saved in this browser only.

Try the first 5 blanks free. After payment the whole document opens here: every blank, and clean Word and PDF downloads.

Your details

Reference number of the Drag Notice

Date of the Drag Notice, DD.MM.YYYY

Fills 2 places in the document.

Name of the Company

Fills 3 places in the document.

CIN of the Company

Registered office of the Company

Drag-along clause of the SHA

Date of the Shareholders’ Agreement, DD.MM.YYYY

Drag-along article of the Articles

Shareholding of the Dragging Shareholders, per cent

Name of the Buyer

Date of the Buyer’s offer, DD.MM.YYYY

Earliest drag date, DD.MM.YYYY

Drag threshold, per cent

Name of the investor whose consent is required

Minimum drag price under the SHA

Price per equity share in Rs

Expired without exercise / Not applicable under the SHA

Description of the Buyer: constitution, place of incorporation, registered office, CIN or registration number

Resident / not resident

Name and country of the ultimate beneficial owner of the Buyer

And no Government approval is needed / and Government approval has been applied for

Liquidation preference clause of the SHA

Escrow holdback, per cent

Name of the escrow agent

Escrow period in months

Name of the Rule 21 valuer

Date of the Rule 21 valuation certificate, DD.MM.YYYY

Government approval under Rule 6(a) of the NDI Rules / approval of the Competition Commission of India / no regulatory approval being required

Any other condition in the share purchase agreement

Proposed Completion Date, DD.MM.YYYY

Place of completion

Long-stop date for the drag, DD.MM.YYYY

Notice of the completion date in Business Days

Last date for delivering the drag documents, DD.MM.YYYY

Name and address of the person collecting the documents

Name of the director appointed as attorney

The power of attorney registered with your depository participant / the Articles

Rule 21 valuation certificate / Rule 57 valuation report

Contact person for the drag

Name of Dragging Shareholder 1

Name of Dragging Shareholder 2

Name of Dragged Shareholder 1

Folio or demat account of Dragged Shareholder 1

Class and number held by Dragged Shareholder 1

Price per security for Dragged Shareholder 1

Resident / Non-resident (1)

Name of Dragged Shareholder 2

Folio or demat account of Dragged Shareholder 2

Class and number held by Dragged Shareholder 2

Price per security for Dragged Shareholder 2

Resident / Non-resident (2)

Place of execution of the joinder

Date of the joinder, DD.MM.YYYY

Name of the Dragged Shareholder signing the joinder

PAN and address, or CIN and registered office, of the Dragged Shareholder signing the joinder

Date of the share purchase agreement, DD.MM.YYYY

Clauses of the SPA that do not bind a dragged seller

Fundamental warranties clause of the SPA

Name of the sellers’ representative

Name and address of the witness to the joinder

Buyer’s DP ID and client ID

On the letterhead of the lead Dragging Shareholder. Serve by every method the SHA notice clause requires.

DRAG-ALONG NOTICE

Ref.: [Reference number of the Drag Notice] Date: [Date of the Drag Notice, DD.MM.YYYY]

To: Each shareholder of [Name of the Company] named in Schedule 1 (each a “Dragged Shareholder”)
Copy to: The Board of Directors, [Name of the Company], CIN [CIN of the Company], [Registered office of the Company]

Subject: Drag-along under clause [Drag-along clause of the SHA] of the shareholders’ agreement dated [Date of the Shareholders’ Agreement, DD.MM.YYYY] (the “SHA”) and Article [Drag-along article of the Articles] of the articles of association (the “Articles”)

1. Notice. We, the shareholders signing below (the “Dragging Shareholders”), together hold [Shareholding of the Dragging Shareholders, per cent] per cent of the share capital of the Company on a fully diluted basis. We have received from [Name of the Buyer] (the “Buyer”) a bona fide written offer dated [Date of the Buyer’s offer, DD.MM.YYYY] for one hundred per cent of the securities of the Company, and have accepted it subject to the conditions in paragraph 5. Under the clause and Article referred to above, we require you to transfer all the securities held by you, set out against your name in Schedule 1 (your “Drag Securities”), to the Buyer on the terms of this notice.

2. The drag conditions are met.

Condition in the SHA and the Articles	How it is met
Drag exercisable after [Earliest drag date, DD.MM.YYYY]	This notice is dated after that date
Dragging Shareholders hold at least [Drag threshold, per cent] per cent, including [Name of the investor whose consent is required]	Holdings stated in paragraph 1
Price not less than [Minimum drag price under the SHA]	Rs [Price per equity share in Rs] per equity share
Buyer is a bona fide third party, not an Affiliate of a Dragging Shareholder	Paragraph 3
Offer for all the securities, same terms per security of each class	Paragraph 4
Any right of first offer or matching right of the Dragged Shareholders	[Expired without exercise / Not applicable under the SHA]

The rest of this format (23 more paragraphs and tables) opens here after payment, to fill in the same way.

₹199 + GST, for the finished document, Word and PDF

The short sample is the opening of the document with your details, marked SAMPLE.

A drafted format for your use. It is not legal advice; for a complex matter, consult a professional. About this format