Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / drag-along-tag-along-analysis-memo.docx
drag-along-tag-along-analysis-memo.docx
Parties
Harkness LLP
Pinnacle Capital Management LLC
Pinnacle Venture Fund II LP
Associates LLP
Ridgeline Ventures Fund III LP
Brindoval Capital Group LLC
Growth Partners Fund II LP
Delaware General Corp
Dates
August 12, 2022
June 20, 2022
August 10, 2022
March 31, 2022
September 19, 2022
June 8, 2022
July 18, 2022
July 29, 2022
July 11, 2022
August 15, 2022
Amounts
$60,000,000
$500,000,000
$850,000,000
$47.3
$11.6
$22.4
$320,000,000
$4.00
$260,000,000
$3.25
Obligations
0x preference scenario, $137,600,000 must be distributed to preferred holders before the founders receive any proceeds on their common stock
Any such permitted transferee is required to become a party to the agreement and to be bound by the same restrictions as the original Key Holder
This distinction is important because it means that the board retains an independent gatekeeping function: even if the Requisite Preferred Holders approve a Sale of the Company and trigger the drag-along, the board must separately evaluate and approve the transaction, including in the exercise of its fiduciary duties
Interaction with Certificate of Incorporation The drag-along mechanism in the Voting Agreement must be analyzed in conjunction with the protective provisions contained in the Amended and Restated Certificate of Incorporation (C&H draft dated June 8, 2022)