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Right of First Refusal Clause for Shareholders' Agreement

Alaska Right of First Refusal Clause for Shareholders' Agreement

Name: Alaska Right of First Refusal Clause for Shareholders' Agreement
Brand: US Legal Forms
Rating: 4.68 (364 reviews)

Category:

Corporations - Shareholders and Stock

State:

Multi-State

Control #:

US-01770

Format:

Instant download

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 Alaska Right of First Refusal Clause for Shareholders' Agreement is a crucial provision that outlines the rights and obligations of shareholders in the event of a proposed sale or transfer of shares. This clause ensures that existing shareholders have the first opportunity to purchase the shares being sold before they are offered to any third party. Under this clause, if a shareholder intends to sell their shares, they must first offer it to the current shareholders on the same terms and conditions as proposed by a third party. The purpose of this clause is to allow existing shareholders to maintain control and prevent unwanted third-party involvement in the company. There are two main types of Alaska Right of First Refusal Clauses: Standard Right of First Refusal and Right of First Offer. 1. Standard Right of First Refusal: This clause requires the shareholder wishing to sell their shares to provide written notice to the other shareholders, stipulating the proposed terms and conditions of the sale. The other shareholders then have a specified period to accept or decline the offer. If they decline, the selling shareholder can proceed with the sale to a third party. However, if any shareholder decides to accept the offer, the sale must occur among the existing shareholders at the proposed terms. 2. Right of First Offer: This clause allows the shareholder looking to sell their shares to approach potential buyers and solicit offers. However, before accepting any offer, the selling shareholder must notify the other shareholders of the proposed terms. The other shareholders have the option to match or better the offer within a specified time frame. If any shareholder exercises their right to match or better the offer, the sale must occur internally. If no shareholder decides to take up the offer, the selling shareholder is free to proceed with the sale to the third party. Both types of Right of First Refusal Clauses aim to protect the interest and ownership of existing shareholders by giving them the initial opportunity to retain or expand their ownership in the company. These clauses promote stability, mitigate the risk of unwanted shareholders, and maintain the existing hierarchy and control within the company. In conclusion, the Alaska Right of First Refusal Clause for Shareholders' Agreement is a vital provision that safeguards the interests of existing shareholders by granting them the primary right to purchase shares before they are offered to any external party. The clause can be implemented in two different ways — a standard right of first refusal or a right of first offer — both ensuring that existing shareholders have the opportunity to retain control and prevent unwanted third-party involvement in the company.

The Alaska Right of First Refusal Clause for Shareholders' Agreement is a crucial provision that outlines the rights and obligations of shareholders in the event of a proposed sale or transfer of shares. This clause ensures that existing shareholders have the first opportunity to purchase the shares being sold before they are offered to any third party. Under this clause, if a shareholder intends to sell their shares, they must first offer it to the current shareholders on the same terms and conditions as proposed by a third party. The purpose of this clause is to allow existing shareholders to maintain control and prevent unwanted third-party involvement in the company. There are two main types of Alaska Right of First Refusal Clauses: Standard Right of First Refusal and Right of First Offer. 1. Standard Right of First Refusal: This clause requires the shareholder wishing to sell their shares to provide written notice to the other shareholders, stipulating the proposed terms and conditions of the sale. The other shareholders then have a specified period to accept or decline the offer. If they decline, the selling shareholder can proceed with the sale to a third party. However, if any shareholder decides to accept the offer, the sale must occur among the existing shareholders at the proposed terms. 2. Right of First Offer: This clause allows the shareholder looking to sell their shares to approach potential buyers and solicit offers. However, before accepting any offer, the selling shareholder must notify the other shareholders of the proposed terms. The other shareholders have the option to match or better the offer within a specified time frame. If any shareholder exercises their right to match or better the offer, the sale must occur internally. If no shareholder decides to take up the offer, the selling shareholder is free to proceed with the sale to the third party. Both types of Right of First Refusal Clauses aim to protect the interest and ownership of existing shareholders by giving them the initial opportunity to retain or expand their ownership in the company. These clauses promote stability, mitigate the risk of unwanted shareholders, and maintain the existing hierarchy and control within the company. In conclusion, the Alaska Right of First Refusal Clause for Shareholders' Agreement is a vital provision that safeguards the interests of existing shareholders by granting them the primary right to purchase shares before they are offered to any external party. The clause can be implemented in two different ways — a standard right of first refusal or a right of first offer — both ensuring that existing shareholders have the opportunity to retain control and prevent unwanted third-party involvement in the company.

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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.

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.

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. In real estate terms, the phrase right of first refusal operates similarly.

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.

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.

Written agreement that allowed a right of first refusal to be assigned only with the written con- sent of the grantor, a college). 49 31111 2d 620,203 NE2d 411 (1964). At the other extreme, the parties' contract might expressly de- clare that the right of first refusal is personal, and courts will usually agree.

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.

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.

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Alaska Right of First Refusal Clause for Shareholders' Agreement

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