If a buyer wants to acquire 100% of the shares; AND If a certain percentage of shareholders agree to accept the offer, THEN All the shareholders (including the shareholders who rejected the offer) must sell their shares to the buyer on the terms offered by the buyer. Importantly, the buyer must be a genuine third party – this provision cannot be used by a shareholder to forcibly buy up all the other shareholders' shares. (You can actually agree and add wording which achieves that, but that's a different discussion). Lastly (sorry, we did say it was complicated) each shareholder will need to first offer his/her shares to the other shareholders before the Come Along clause can apply. So, as you will remember from the MOI, no shareholder can sell his shares until he has first offered those shares to the other shareholders. If you think about it, this is only fair – shareholders should not be able to force minorities to sell their shares unless they are also first given the opportunity to buy the majority shareholders' shares. Come Along Minimum Percentage If the answer to question 11 was "Yes", then what percentage of Shareholders must accept the offer in order to force all shareholders to sell their shares? You must complete the following sentence: Shareholders holding not less than [INSERT]% of the issued Shares of the Company must accept such offer in respect of all their shares. Effectively, we are asking what percentage of shareholders must accept the offer by the buyer. However, you "count" shareholders by adding up the percentage of shares they each hold. When that percentage reaches your agreed minimum, then the Come Along clause takes effect. The most common percentage we see for Come Along clauses is 75% - because by then so many shareholders would be in favour of the sale, that it seems unfair that the minority (less than 25% of shareholders) would be able to block the sale.
The provisions of this clause are severable from the rest of this Agreement and shall remain in effect even if this Agreement is terminated for any reason. The arbitrator shall have the power to give default judgment if any Party fails to make submissions on the due date and/or fails to appear at the arbitration. The arbitrator's award shall be final and binding on the Parties. The costs of any venue, arbitrator's remuneration, recording, transcription and other costs and expenses ancillary to the hearing shall be borne by the Parties in equal shares and shall be recoverable, as costs in the cause under the provisions of any award. The Parties, together with the arbitrator will agree form time to time on the arbitrator's remuneration, which will be paid by the Parties in equal shares, upon receipt of invoices. WHOLE AGREEMENT, NO AMENDMENT This Agreement constitutes the agreement between the Parties relating to the subject matter of this Agreement and supersedes any other discussions, agreements and/or understandings regarding the subject matter of this Agreement. No amendment or consensual cancellation of this Agreement and no settlement of any disputes arising under this Agreement and no extension of time, waiver or relaxation or suspension of or agreement not to enforce or to suspend or postpone the enforcement of any of the provisions or terms of this Agreement shall be binding unless recorded in a written document signed by the Parties (or in the case of an extension of time, waiver or relaxation or suspension, signed by the Parties granting such extension, waiver or relaxation). To the extent permissible by law no Party shall be bound by any express or implied or tacit term, representation, warranty, promise or the like not