Wayne Michigan Co-Sale Agreement, also known as a co-sale rights agreement or a tag-along rights agreement, is a legal document that outlines the rights and obligations of minority shareholders to sell their shares of a company in the event of a sale or transfer of a controlling interest. This agreement aims to protect the rights of minority shareholders by affording them the opportunity to sell their shares on the same terms and conditions as the majority shareholders. In other words, it provides them with the right to "tag along" with the majority shareholders and participate in the transaction. The primary purpose of a Wayne Michigan Co-Sale Agreement is to prevent dilution of the minority shareholders' ownership percentage or economic interest in the company. By allowing minority shareholders to sell their shares in the event of a majority-controlled sale, it ensures that they are not left with a significantly reduced ownership stake or disadvantaged position. There are different types of Wayne Michigan Co-Sale Agreements, which can be customized based on the specific needs and preferences of the parties involved. These variations can include: 1. Traditional Co-Sale Agreement: This type of agreement allows the minority shareholders to participate in the sale of the company by selling their shares alongside the majority shareholders, usually in proportion to their ownership percentage. It ensures that minority shareholders receive the same terms and price per share as the majority shareholders. 2. Right of First Refusal Co-Sale Agreement: In this agreement, the minority shareholders have the right to participate in the sale only if the majority shareholders decide to sell their shares. If the majority shareholders receive an offer to sell their shares, they must first offer the minority shareholders the opportunity to sell their shares on the same terms. If the minority shareholders decline, the majority shareholders are free to proceed with the sale. 3. Drag-Along Co-Sale Agreement: This agreement empowers majority shareholders to "drag along" the minority shareholders in a sale or transfer of their shares. If the majority shareholders receive an offer to sell the company, they can force the minority shareholders to sell their shares as well, on the same terms and conditions. This provision is typically included to facilitate the smooth completion of a transaction by ensuring all shareholders are aligned. Overall, a Wayne Michigan Co-Sale Agreement is a vital legal document safeguarding the rights of minority shareholders in the event of a sale or transfer of shares. It ensures fair treatment and protection against potential dilution, allowing the minority shareholders to participate in and benefit from the same transaction as the majority shareholders.