Form with which a corporation advises that it has resolved that some shareholders shall be required to give the corporation the opportunity to purchase shares before selling them to another.
The Arizona Corporate Right of First Refusal is a legal provision that grants a corporation the opportunity to acquire a particular asset or enter into a specific transaction before it can be offered to a third party. It is often included in corporate resolutions to protect the interests and control of the company. The main purpose of the Corporate Right of First Refusal is for the corporation to maintain control over any assets or transactions that could significantly impact its operations, strategic plans, or financial stability. By having the first opportunity to acquire such assets or engage in transactions, the corporation can ensure that it has the ability to make decisions that align with its business objectives. The Corporate Right of First Refusal can apply to various situations, including the sale or transfer of shares, sale of company assets, entering into partnerships or joint ventures, or obtaining financing. It allows the corporation to review the details of the proposed transaction and have the option to purchase the asset or participate in the transaction on the same terms and conditions offered to the third party. In some cases, there may be different types of Corporate Right of First Refusal provisions that can be included in corporate resolutions. These can include: 1. Specific Asset Right of First Refusal: This type of provision gives the corporation the right to acquire a specific asset before it can be sold or transferred to a third party. For example, if a shareholder intends to sell their shares or a piece of valuable property, the corporation would have the first opportunity to purchase it. 2. Equity Right of First Refusal: This provision applies to the sale or transfer of shares or equity interests in the corporation. It grants the corporation the first opportunity to acquire the shares being offered for sale, ensuring that existing shareholders have the chance to maintain their ownership percentage and control over the company. 3. Partnership/Joint Venture Right of First Refusal: In situations where the corporation is considering entering into a partnership or joint venture with an external entity, this provision allows the corporation to negotiate and potentially acquire the partnership or joint venture interest before it is offered to others. 4. Financing Right of First Refusal: When the corporation seeks external financing, it may include a provision that grants it the right to secure financing from a specific lender or investor before exploring other options. It is essential to carefully draft the Corporate Right of First Refusal provision in compliance with Arizona corporate laws and regulations to ensure its enforceability. Legal counsel and thorough understanding of the specific requirements and implications are crucial in incorporating this provision effectively into corporate resolutions.
