This is a "Right of First Refusal and Co-Sale Agreement." It is entered into by the corporation and the purchasers of preferred stock. It gives the company and the purchasers of preferred stock certain rights of refusal and options upon the transfer of stock.
The New Jersey Right of First Refusal (ROAR) and Co-Sale Agreement are legal provisions exercised in various situations to protect the interests of shareholders or partners when there is a potential change in ownership or transfer of shares in a company. These agreements play a vital role in regulating the sale and purchase of shares, ensuring fairness and maintaining the existing balance of power within the organization. The Right of First Refusal (ROAR) is a clause that provides existing shareholders or partners the first opportunity to purchase shares before they are offered to any external party. It essentially gives the shareholders the right to decide if they wish to maintain their ownership stake and prevent dilution of their interest. This provision can be drafted in different ways, depending on the specific requirements of the parties involved, and is commonly used in closely held corporations. The Co-Sale Agreement, also known as the "Tag-Along" provision, is another important element of shareholder protection in New Jersey. It allows minority shareholders who are not directly involved in a proposed share transfer to join the sale and offer their shares proportionately on the same terms as the majority shareholder. This ensures that minority shareholders are not left behind in case the majority shareholder decides to sell their shares. In New Jersey, there are no specific variations or subtypes of the Right of First Refusal and Co-Sale Agreement that differ from those found in other jurisdictions. However, these agreements can be tailored to suit the specific needs of the company and its shareholders based on their preferences and the nature of the business. When drafting a New Jersey Right of First Refusal and Co-Sale Agreement, certain essential components and considerations should be addressed. These include the triggering events for the Right of First Refusal, such as proposed share transfers or capital raising activities, the procedures for exercising the ROAR or Co-Sale provisions, the pricing and valuation mechanisms, and the timelines for response and completion of transactions. It is crucial for parties entering into these agreements to consult with legal professionals experienced in New Jersey corporate laws to ensure compliance and protect their rights. Legal advice can help in structuring a fair and efficient agreement that reflects the intentions and objectives of the shareholders or partners involved. By implementing a well-drafted New Jersey Right of First Refusal and Co-Sale Agreement, shareholders can maintain control and safeguard their investments while promoting transparency and stability within the company.The New Jersey Right of First Refusal (ROAR) and Co-Sale Agreement are legal provisions exercised in various situations to protect the interests of shareholders or partners when there is a potential change in ownership or transfer of shares in a company. These agreements play a vital role in regulating the sale and purchase of shares, ensuring fairness and maintaining the existing balance of power within the organization. The Right of First Refusal (ROAR) is a clause that provides existing shareholders or partners the first opportunity to purchase shares before they are offered to any external party. It essentially gives the shareholders the right to decide if they wish to maintain their ownership stake and prevent dilution of their interest. This provision can be drafted in different ways, depending on the specific requirements of the parties involved, and is commonly used in closely held corporations. The Co-Sale Agreement, also known as the "Tag-Along" provision, is another important element of shareholder protection in New Jersey. It allows minority shareholders who are not directly involved in a proposed share transfer to join the sale and offer their shares proportionately on the same terms as the majority shareholder. This ensures that minority shareholders are not left behind in case the majority shareholder decides to sell their shares. In New Jersey, there are no specific variations or subtypes of the Right of First Refusal and Co-Sale Agreement that differ from those found in other jurisdictions. However, these agreements can be tailored to suit the specific needs of the company and its shareholders based on their preferences and the nature of the business. When drafting a New Jersey Right of First Refusal and Co-Sale Agreement, certain essential components and considerations should be addressed. These include the triggering events for the Right of First Refusal, such as proposed share transfers or capital raising activities, the procedures for exercising the ROAR or Co-Sale provisions, the pricing and valuation mechanisms, and the timelines for response and completion of transactions. It is crucial for parties entering into these agreements to consult with legal professionals experienced in New Jersey corporate laws to ensure compliance and protect their rights. Legal advice can help in structuring a fair and efficient agreement that reflects the intentions and objectives of the shareholders or partners involved. By implementing a well-drafted New Jersey Right of First Refusal and Co-Sale Agreement, shareholders can maintain control and safeguard their investments while promoting transparency and stability within 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.
