Dallas Texas 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: Dallas
• 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. In the context of a shareholders' agreement in Dallas, Texas, the Right of First Refusal (ROAR) clause is a legal provision that grants existing shareholders the opportunity to purchase additional shares of a company before those shares are offered to outside parties. This clause aims to protect the existing shareholders' interests and maintain ownership control within the company. Within the Dallas, Texas legal framework, there are several types of Right of First Refusal clauses that may be included in a shareholders' agreement: 1. Standard Right of First Refusal: This type of clause gives existing shareholders the first opportunity to purchase any shares being sold by another shareholder. If a shareholder intends to sell their shares, they must first offer them to the existing shareholders at a predetermined price or through a negotiated process. The existing shareholders have the option to accept or decline the offer. 2. Right of First Offer: This clause requires a shareholder who plans to sell their shares to first offer them to the existing shareholders at a predetermined price or on specified terms. However, unlike the standard Right of First Refusal, the existing shareholders are not obligated to accept the offer. Instead, they have the right to make a counteroffer or decline the opportunity to purchase the shares. 3. Co-sale Right: This clause is sometimes included in addition to the standard Right of First Refusal. It allows existing shareholders who are not directly offered the opportunity to purchase shares to join in the sale transaction proposed by another shareholder. These shareholders can sell a pro rata portion of their own shares on the same terms and conditions as the selling shareholder. 4. Tag-Along Right: Also known as "Piggyback Rights," this clause protects minority shareholders. If a majority shareholder intends to sell their shares to a third party, the minority shareholders have the right to include their shares in the transaction on the same terms and conditions as the majority shareholder. The purpose of these various Right of First Refusal clauses is to maintain the balance of ownership and protect the interests of existing shareholders in Dallas, Texas. By granting existing shareholders the right to purchase shares before they are offered to external parties, these clauses allow for more control over the company's ownership structure and help preserve the existing shareholder's influence.

In the context of a shareholders' agreement in Dallas, Texas, the Right of First Refusal (ROAR) clause is a legal provision that grants existing shareholders the opportunity to purchase additional shares of a company before those shares are offered to outside parties. This clause aims to protect the existing shareholders' interests and maintain ownership control within the company. Within the Dallas, Texas legal framework, there are several types of Right of First Refusal clauses that may be included in a shareholders' agreement: 1. Standard Right of First Refusal: This type of clause gives existing shareholders the first opportunity to purchase any shares being sold by another shareholder. If a shareholder intends to sell their shares, they must first offer them to the existing shareholders at a predetermined price or through a negotiated process. The existing shareholders have the option to accept or decline the offer. 2. Right of First Offer: This clause requires a shareholder who plans to sell their shares to first offer them to the existing shareholders at a predetermined price or on specified terms. However, unlike the standard Right of First Refusal, the existing shareholders are not obligated to accept the offer. Instead, they have the right to make a counteroffer or decline the opportunity to purchase the shares. 3. Co-sale Right: This clause is sometimes included in addition to the standard Right of First Refusal. It allows existing shareholders who are not directly offered the opportunity to purchase shares to join in the sale transaction proposed by another shareholder. These shareholders can sell a pro rata portion of their own shares on the same terms and conditions as the selling shareholder. 4. Tag-Along Right: Also known as "Piggyback Rights," this clause protects minority shareholders. If a majority shareholder intends to sell their shares to a third party, the minority shareholders have the right to include their shares in the transaction on the same terms and conditions as the majority shareholder. The purpose of these various Right of First Refusal clauses is to maintain the balance of ownership and protect the interests of existing shareholders in Dallas, Texas. By granting existing shareholders the right to purchase shares before they are offered to external parties, these clauses allow for more control over the company's ownership structure and help preserve the existing shareholder's influence.

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.