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Kentucky Cláusula de Derecho de Preferencia para Acuerdo de Accionistas - Right of First Refusal Clause for Shareholders' Agreement

State:
Multi-State
Control #:
US-01770
Format:
Word
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Description

This is a model clause for a shareholder's agreement addressing Right of First Refusal. If a shareholder wishes to sell shares, the company will be given notice and has the right to buy the shares during a certain limited time period. Adapt to fit your circumstances.

The Kentucky Right of First Refusal Clause for Shareholders' Agreement is a crucial provision that outlines the rights and obligations of shareholders when one shareholder intends to sell or transfer their shares in a company. It gives existing shareholders the opportunity to purchase the shares before they are sold to a third party. This clause is included in the shareholders' agreement to protect the interests of current shareholders by ensuring that they have the first chance to buy additional shares and maintain control and ownership within the company. There are two main types of Kentucky Right of First Refusal Clauses for Shareholders' Agreement: 1. Standard Right of First Refusal: This type of clause grants existing shareholders the right to match any offer made by a third party to purchase shares being sold by another shareholder. Upon receiving an offer, the shareholder intending to sell must notify the existing shareholders, who then have a specified period to decide whether they want to purchase the shares at the same terms as the third party offer. 2. Right of First Offer: Unlike the standard right of first refusal, this clause gives existing shareholders the right to make an offer to purchase shares before any third party offers are considered. In this case, the shareholder intending to sell must first notify the existing shareholders of their intention to sell the shares, and the existing shareholders can then decide whether they want to make an offer to purchase the shares. Both types of clauses aim to provide existing shareholders with the opportunity to maintain their ownership percentage and prevent dilution of their voting rights. These clauses also provide a fair and orderly process for shareholders to conduct transactions involving the transfer of shares, ensuring transparency and minimizing conflicts of interest. It is essential for shareholders to clearly define the terms and conditions related to the Kentucky Right of First Refusal Clause in their shareholders' agreement, including the notice period, pricing mechanism, and procedures for exercising the right. By doing so, they can navigate the sale or transfer of shares with confidence, aligning the interests of all shareholders while preserving the stability and continuity of the company.

Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.

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FAQ

When some of the shareholders wish to sell their share, a clause in the shareholder's agreement should state that the shareholders who wish to sell their shares have to show the right to match an offer received from a third party. This is known as the right of first refusal.

Rights of first refusal clauses are similar to options contracts as the holder has the right, but not the obligation, to enter into a transaction that generally involves an asset. The person with this right has the opportunity to establish a contract or an agreement on an asset before others can.

Right of first refusal (ROFR), also known as first right of refusal, is a contractual right to enter into a business transaction with a person or company before anyone else can. If the party with this right declines to enter into a transaction, the obligor is free to entertain other offers.

A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer on a particular transaction.

A right of first refusal, different from a right of first offer, gives the right holder the option to match an offer already received by the seller. A right of first offer is said to favor the seller, while a right of first refusal favors the buyer.

When you have a first right of refusal the seller must contact you and let you potentially move forward with a purchase before an offer can be accepted from another party. The first right of refusal can be put together either before a home is listed for sale or during the time it is on the market.

A "right of first refusal" is a contractual right on the part of a potential buyer to purchase real property within a specified period of time after another potential purchaser submits a purchase offer.

A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer on a particular transaction. In real estate terms, the phrase right of first refusal operates similarly.

The right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. Before the property owner accepts this offer, the property holder (the person with the right of first refusal) must be allowed to buy or lease the asset under the same terms offered by the third party.

The right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. Before the property owner accepts this offer, the property holder (the person with the right of first refusal) must be allowed to buy or lease the asset under the same terms offered by the third party.

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First-Refusal Right Does Not Specify the Notice'sperpetual, as in the case of a shareholders' agreement or a deed. First-refusal rights ... Rights of first refusal clauses are similar to options contracts as the holder has the right, but not the obligation, to enter into a transaction that ...He claimed Trux's board breached the shareholders' ROFR agreement, in that heDefendants claimed that Gower "waited 232 days to file his ... Some common clauses that handle how shares are transferred under such circumstances include: Right of first refusal clause: This clause comes into effect when a ... Under the right of first refusal, a shareholder or member may solicitAlso at issue was the operating agreement's provision that, in the ... Wal-Mart's Right of First Refusal. Pursuant to a lease agreement (the ?Lease Agreement?), Wal-Mart leased certain property located in Hazard, Kentucky from ... A clause where rules can be set up about the assignment of ownership in the entity. For example, most Companies will require members to offer ... (1) Right of First Refusal. Amy shall have the right of first refusal and may purchase Brett's share of the Property for its fair market value (see Clause 4). By CD JOHNSON · Cited by 5 ? drafting proper ROFR clauses al the outset lo avoidimpossible to extinguish it while that agreement remains in effect.249 (Ky. a. App. 1967). RIGHT OF FIRST REFUSAL CLAUSE FOR SHAREHOLDERS' AGREEMENT. Clause No. . Restrictions on Transfer of Shares. The parties hereto agree that they, ...

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Kentucky Cláusula de Derecho de Preferencia para Acuerdo de Accionistas