Newsletter-21

46 NEWSLETTER 2016 to purchase the other party’s shares through a unilateral declaration 9 . This view is based on the similarity of this mechanism to the right of purchase regulated under Art. 238, entitled “rights creating a sales relation” in the Turkish Code of Obligations (“TCO”) 10 . Put-Option The put-option grants the shareholder the right to sell his/her shares in whole or in part at a pre-determined price (even if the parties did not determine a price beforehand, they may agree on a calculation method of such price) and oblige the counterparty to purchase his/her shares at the same price 11 . The exercise of such right, similar to call-option, may be made, conditional upon a deadlock situation, or in the existence of certain conditions. Claiming that the ownership over the shares is passed to the counterparty through a unilateral declaration is more difficult when compared to the call-option, since Art. 238 of the TCO does not regu- late the right to sell . 12 However, in contrast to this opinion, certain scholars also argue that the share purchase agreement shall also be formed through the unilateral declaration of the intent to sell. Tag-Along Option This option confers upon the shareholder an obligation to sell his/ her shares under the same conditions, given that another shareholder decides to sell his/her shares. Provided that a third party aspires to pur- chase the shares of the shareholder to which such option is addressed, the tag-along option provides the shareholders who hold such right with the option to sell under the same conditions that a portion of their shares, which correspond to the ratio of the shares of the shareholder to which the offer is addressed to the shares of the right holder share- holder, as though such offer is made to them, as well. In this manner, 9 Okutan Nilsson p. 225. 10 Tekinalp, p. 161. 11 Tekinalp , p. 160. 12 Tekinalp p. 161.