Shareholder Agreement Drag Along Clause

In most cases, the majority shareholder can only invoke take-away rights if the transfer to the third-party buyer is made against payment in cash. While it is understandable for minority shareholders to try to minimise the level of contractual guarantees (on the basis of effective control of the sale process by the majority shareholder), there is a reason why the exercise of the Tag Along right is under the control of minority shareholders (unlike the situation under a right of participation) and therefore when minority shareholders must receive the same price per share on exit, they should bear the same risk for insurance and guarantees.