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

• Category: Sociedades Anónimas - Acciones - Acuerdos Restrictivos - Alabama
• State: Multi-State
• County: Bronx
• Control #: US-01770
• Format: Word

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. Bronx, New York: Exploring the Right of First Refusal Clause for Shareholders' Agreement In Bronx, New York, the Right of First Refusal (ROAR) Clause in a Shareholders' Agreement is a legal provision that offers existing shareholders the opportunity to purchase additional shares before they can be sold to an outside party. This clause gives shareholders the right to maintain their level of ownership in a company and helps protect their investments. The ROAR Clause ensures that when a shareholder intends to sell their shares, they must first offer them to other existing shareholders on the same terms and conditions as those offered by a third-party buyer. This gives shareholders the chance to increase their stake in the company, maintain their voting rights, and potentially benefit from any future growth or profits. There are various types of ROAR Clauses that can be incorporated into a Shareholders' Agreement in Bronx, New York. These include: 1. Standard ROAR Clause: This is the most common type of ROAR Clause, wherein existing shareholders have the opportunity to purchase new shares on a pro rata basis. The allocation of shares depends on the percentage of ownership each shareholder holds before the new offer is made. 2. Hybrid ROAR Clause: In some cases, a Shareholders' Agreement may include a hybrid ROAR Clause, which combines elements of the ROAR Clause with those of the Right of First Offer (ROFL) Clause. Under a hybrid clause, existing shareholders have the option to match the terms offered by a third-party buyer or propose alternative terms that the selling shareholder must consider. 3. Tag-Along and Drag-Along ROAR Clauses: These clauses are designed to protect both majority and minority shareholders. Tag-Along ROAR allows minority shareholders to join in when majority shareholders sell their shares to a third party, ensuring their interests are not disregarded. Conversely, Drag-Along ROAR enables majority shareholders to force minority shareholders to sell their shares alongside them if they receive an offer from a third party to purchase a substantial portion of the company's shares. 4. Standstill Agreement: A Standstill Agreement can be used in conjunction with the ROAR Clause in a Shareholders' Agreement. This provision temporarily restricts shareholders from selling their shares to external parties for a specific period, allowing existing shareholders to explore alternative options or find suitable replacements for those wishing to leave the company. 5. Multiple Trigger ROAR Clause: This clause is triggered by specific events, such as the retirement, death, or bankruptcy of a shareholder. When any of these predefined events occur, existing shareholders have the first opportunity to purchase the shares before they can be sold to a third party. Bronx, New York shareholders, particularly those involved in closely held businesses, may choose to include a customized ROAR Clause in their Shareholders' Agreement to best suit their specific needs and circumstances. In conclusion, the Right of First Refusal (ROAR) Clause in a Shareholders' Agreement in Bronx, New York is a vital legal provision that safeguards shareholders' interests by granting them the right to purchase additional shares before they are sold to external parties. By utilizing various types of clauses like the standard, hybrid, tag-along, drag-along, standstill, or multiple trigger ROAR Clauses, shareholders can determine the terms and conditions in which they exercise their right to maintain their level of ownership in a company.

Bronx, New York: Exploring the Right of First Refusal Clause for Shareholders' Agreement In Bronx, New York, the Right of First Refusal (ROAR) Clause in a Shareholders' Agreement is a legal provision that offers existing shareholders the opportunity to purchase additional shares before they can be sold to an outside party. This clause gives shareholders the right to maintain their level of ownership in a company and helps protect their investments. The ROAR Clause ensures that when a shareholder intends to sell their shares, they must first offer them to other existing shareholders on the same terms and conditions as those offered by a third-party buyer. This gives shareholders the chance to increase their stake in the company, maintain their voting rights, and potentially benefit from any future growth or profits. There are various types of ROAR Clauses that can be incorporated into a Shareholders' Agreement in Bronx, New York. These include: 1. Standard ROAR Clause: This is the most common type of ROAR Clause, wherein existing shareholders have the opportunity to purchase new shares on a pro rata basis. The allocation of shares depends on the percentage of ownership each shareholder holds before the new offer is made. 2. Hybrid ROAR Clause: In some cases, a Shareholders' Agreement may include a hybrid ROAR Clause, which combines elements of the ROAR Clause with those of the Right of First Offer (ROFL) Clause. Under a hybrid clause, existing shareholders have the option to match the terms offered by a third-party buyer or propose alternative terms that the selling shareholder must consider. 3. Tag-Along and Drag-Along ROAR Clauses: These clauses are designed to protect both majority and minority shareholders. Tag-Along ROAR allows minority shareholders to join in when majority shareholders sell their shares to a third party, ensuring their interests are not disregarded. Conversely, Drag-Along ROAR enables majority shareholders to force minority shareholders to sell their shares alongside them if they receive an offer from a third party to purchase a substantial portion of the company's shares. 4. Standstill Agreement: A Standstill Agreement can be used in conjunction with the ROAR Clause in a Shareholders' Agreement. This provision temporarily restricts shareholders from selling their shares to external parties for a specific period, allowing existing shareholders to explore alternative options or find suitable replacements for those wishing to leave the company. 5. Multiple Trigger ROAR Clause: This clause is triggered by specific events, such as the retirement, death, or bankruptcy of a shareholder. When any of these predefined events occur, existing shareholders have the first opportunity to purchase the shares before they can be sold to a third party. Bronx, New York shareholders, particularly those involved in closely held businesses, may choose to include a customized ROAR Clause in their Shareholders' Agreement to best suit their specific needs and circumstances. In conclusion, the Right of First Refusal (ROAR) Clause in a Shareholders' Agreement in Bronx, New York is a vital legal provision that safeguards shareholders' interests by granting them the right to purchase additional shares before they are sold to external parties. By utilizing various types of clauses like the standard, hybrid, tag-along, drag-along, standstill, or multiple trigger ROAR Clauses, shareholders can determine the terms and conditions in which they exercise their right to maintain their level of ownership in a 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.