exercise of tag-along provisions is also important. Too short a notice period will make it difficult for other shareholders to make an informed decision about whether to participate in the sale, while a period too long will dissuade potential buyers who do not want to comply with such a cumbersome process. Failure to comply with the period of notice might also render the clause to be unenforceable in court, as ruled in Halpin v. Riverstone National, Inc., C.A. No. 9796-VCG (the Court in this case dealt with drag-along rights, another similar provision, but the overall principle still holds mutatis mutandis). Since participating shareholders are unable to sell their shares to another potential buyer when an existing sale agreement is still pending, it is necessary to impose a maximum time limit for the completion of a sale. Substitution of consideration It might be worth considering situations where it is appropriate for different shareholders to receive alternative forms of consideration of equal value other than cash in a tag-along sale, subject to the negotiations of all parties concerned. This is important as the original definition of tag-along rights require all participating parties to be subjected under the same terms and conditions, which will have required that the form of consideration to be received by selling shareholders to be uniform across all those parties. For instance, in a standard tag-along sale, the majority and minority shareholders will all be compensated with the same amount of cash per share. However, subject to negotiations between the parties, the third-party purchaser may decide to pay certain shareholders using non-cash forms of consideration (e.g. securities) while paying others with cash, which would be a violation of the ‘subjected under the same terms and conditions’ provision under standard tag-along rights. Hence, alternative forms of non-cash consideration should be considered and addressed in the shareholders’ agreement beforehand in order to avoid any disputes. Multiple classes of shares Some companies have a structure which incorporates multiple classes of shares (e.g. A, B and C) that entail different rights/obligations regarding dividends, voting power, asset sales, etc… Hence, the value of a share is affected by its share class, sometimes to a great degree (e.g. as of 8 November 2020, a Berkshire Hathaway Class-A share [NYSE: BRK-A] is worth $313,885, whereas a Class-B share from the same company [NSYE: BRK-B] is only worth $208.85). As such, in these cases, the provisions that