San Antonio 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
• City: San Antonio
• 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. San Antonio, Texas Right of First Refusal Clause for Shareholders' Agreement: Explained In San Antonio, Texas, a Right of First Refusal (ROAR) clause is an essential provision often included in a Shareholders' Agreement. This clause provides certain shareholders with priority in purchasing additional shares or stock before those shares can be offered to third parties. It grants existing shareholders the right to purchase shares in proportion to their existing ownership percentage, ensuring the preservation of their influence and control within the company. The ROAR clause acts as a safeguard against external influence and maintains the stability of the shareholder base. It establishes a mechanism that enables shareholders to protect their investment and retain their position within the company, even if other shareholders wish to sell their stake. This clause effectively restricts the transferability of shares and controls the entry of new shareholders, fostering a more controlled and closely-knit shareholder structure. Different Types of Right of First Refusal Clauses in San Antonio, Texas: 1. Standard Right of First Refusal: This is the most common type of ROAR clause, which grants existing shareholders the right to purchase shares before any third-party offers are considered. When a shareholder intends to sell their shares, they must first offer them to other existing shareholders based on their respective ownership percentages. If one or more shareholders are interested, they negotiate the purchase terms with the selling shareholder. 2. Right of First Refusal in Proportionate Sharing: In this type of ROAR clause, existing shareholders have the right to purchase additional shares in proportion to their existing ownership percentage. For example, if a shareholder owns 10% of the company, they have the option to purchase up to 10% of the shares being offered for sale. This ensures fairness and maintains the balance of ownership within the company. 3. Right of First Refusal with Time Limit: Some Shareholders' Agreements may include a time limit for exercising the right of first refusal. The clause might stipulate that the offer made to existing shareholders remains open for a specified period, typically a certain number of days or weeks. If none of the existing shareholders accept the offer within the specified timeframe, the selling shareholder is then free to proceed with selling the shares to a third party. 4. Right of First Refusal with Price Adjustment: In certain cases, the ROAR clause may allow for adjustments in the purchase price. If an existing shareholder wants to exercise their right of first refusal, they have the option to match the price offered by a third-party buyer. However, the clause might provide the opportunity for negotiation of the purchase price, allowing the existing shareholder to purchase the shares at a more favorable price. San Antonio, Texas, recognizes the importance of protecting the interests of shareholders and providing stability within a company's ownership structure. With a robust Right of First Refusal clause in the Shareholders' Agreement, shareholders in San Antonio can have the confidence and assurance that their investment is safeguarded, their influence protected, and any potential changes in ownership are regulated in a fair and controlled manner.

San Antonio, Texas Right of First Refusal Clause for Shareholders' Agreement: Explained In San Antonio, Texas, a Right of First Refusal (ROAR) clause is an essential provision often included in a Shareholders' Agreement. This clause provides certain shareholders with priority in purchasing additional shares or stock before those shares can be offered to third parties. It grants existing shareholders the right to purchase shares in proportion to their existing ownership percentage, ensuring the preservation of their influence and control within the company. The ROAR clause acts as a safeguard against external influence and maintains the stability of the shareholder base. It establishes a mechanism that enables shareholders to protect their investment and retain their position within the company, even if other shareholders wish to sell their stake. This clause effectively restricts the transferability of shares and controls the entry of new shareholders, fostering a more controlled and closely-knit shareholder structure. Different Types of Right of First Refusal Clauses in San Antonio, Texas: 1. Standard Right of First Refusal: This is the most common type of ROAR clause, which grants existing shareholders the right to purchase shares before any third-party offers are considered. When a shareholder intends to sell their shares, they must first offer them to other existing shareholders based on their respective ownership percentages. If one or more shareholders are interested, they negotiate the purchase terms with the selling shareholder. 2. Right of First Refusal in Proportionate Sharing: In this type of ROAR clause, existing shareholders have the right to purchase additional shares in proportion to their existing ownership percentage. For example, if a shareholder owns 10% of the company, they have the option to purchase up to 10% of the shares being offered for sale. This ensures fairness and maintains the balance of ownership within the company. 3. Right of First Refusal with Time Limit: Some Shareholders' Agreements may include a time limit for exercising the right of first refusal. The clause might stipulate that the offer made to existing shareholders remains open for a specified period, typically a certain number of days or weeks. If none of the existing shareholders accept the offer within the specified timeframe, the selling shareholder is then free to proceed with selling the shares to a third party. 4. Right of First Refusal with Price Adjustment: In certain cases, the ROAR clause may allow for adjustments in the purchase price. If an existing shareholder wants to exercise their right of first refusal, they have the option to match the price offered by a third-party buyer. However, the clause might provide the opportunity for negotiation of the purchase price, allowing the existing shareholder to purchase the shares at a more favorable price. San Antonio, Texas, recognizes the importance of protecting the interests of shareholders and providing stability within a company's ownership structure. With a robust Right of First Refusal clause in the Shareholders' Agreement, shareholders in San Antonio can have the confidence and assurance that their investment is safeguarded, their influence protected, and any potential changes in ownership are regulated in a fair and controlled manner.

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.