Fill online: Tag-along: notice of proposed sale and the minority’s exercise notice

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Date of the Tag Offer Notice, DD.MM.YYYY

Fills 3 places in the document.

Name of the Company

Fills 3 places in the document.

CIN of the Company

Name of the Buyer

Fills 5 places in the document.

Tag-along clause of the SHA

Fills 2 places in the document.

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

Tag-along article of the Articles

Name of the Selling Shareholder

Total shares held by the Selling Shareholder

Number of Sale Shares

Description of the Buyer: constitution, registered office, CIN or registration number, residential status under FEMA, ultimate beneficial owner

ROFR clause of the SHA

Date the ROFR period expired, DD.MM.YYYY

Price per equity share in Rs

Escrow holdback for the tag, per cent

Escrow period for the tag in months

Proposed Completion Date, DD.MM.YYYY

Conditions of the sale, e.g. Government approval, CCI approval, or none

Date of the Buyer’s offer, DD.MM.YYYY

Other than: Describe any such arrangement and its value

Will / will not

Name of Eligible Holder 1

Shares held by Eligible Holder 1

Tag proportion, per cent (1)

Tag entitlement of Eligible Holder 1

Yes: all shares / No (1)

Name of Eligible Holder 2

Shares held by Eligible Holder 2

Tag proportion, per cent (2)

Tag entitlement of Eligible Holder 2

Yes: all shares / No (2)

Tag exercise period in days

Period for completing the sale after the tag period, in days

The Sale Shares and the shares tendered by Eligible Holders will be reduced pro rata so that each sells the same proportion of its holding / I/we will not sell at all

Rule 21 valuation certificate / waterfall computation

Date of the Tag Exercise Notice, DD.MM.YYYY

Name of the Tagging Shareholder

Number of Tag Shares

My/our full tag entitlement / part of my/our tag entitlement / all my/our shares under the full tag on change of control

Demat / physical

DP ID and client ID, or folio, of the Tagging Shareholder

Resident / not resident

For a non-resident: tax residency certificate, Form 41, no permanent establishment declaration, any lower deduction certificate, and the FC-TRS declaration

Date the Buyer received the Tag Exercise Notice, DD.MM.YYYY

Place of execution of the undertaking

Date of the Buyer’s undertaking, DD.MM.YYYY

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

Name of the Buyer’s authorised signatory

Date of the Buyer’s board resolution, DD.MM.YYYY

The Buyer / the Tagging Shareholder

Seat of arbitration for the tag undertaking

Name and address of the witness to the undertaking

Three documents: the Selling Shareholder’s notice offering tag rights (Part A), the minority’s exercise notice (Part B) and the Buyer’s undertaking to purchase the tagged shares (Part C). Serve Part A with Part C signed, so the minority knows the Buyer is bound. Check first whether the SHA runs the right of first refusal before, or alongside, the tag.

Part A: Notice of proposed sale and offer of tag-along rights

Date: [Date of the Tag Offer Notice, DD.MM.YYYY]

To: Each holder named in the table in paragraph 4 (each an “Eligible Holder”)
Copy to: The Board of Directors, [Name of the Company], CIN [CIN of the Company]

Subject: Proposed sale of shares to [Name of the Buyer], and your tag-along right under clause [Tag-along clause of the SHA] of the shareholders’ agreement dated [Date of the Shareholders’ Agreement, DD.MM.YYYY] (the “SHA”) and Article [Tag-along article of the Articles] of the articles of association

1. Proposed sale. I/We, [Name of the Selling Shareholder] (the “Selling Shareholder”), hold [Total shares held by the Selling Shareholder] equity shares of the Company and propose to transfer [Number of Sale Shares] of them (the “Sale Shares”) to [Name of the Buyer] (the “Buyer”), [Description of the Buyer: constitution, registered office, CIN or registration number, residential status under FEMA, ultimate beneficial owner]. The Buyer is a bona fide third party and not an Affiliate of the Selling Shareholder.

Option A (right of first refusal already run). The right of first refusal under clause [ROFR clause of the SHA] of the SHA expired on [Date the ROFR period expired, DD.MM.YYYY] without exercise.

Option B (served together). This notice is served together with the transfer notice under the right of first refusal, and you may exercise either right but not both.

Keep the option that applies and delete the other.

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