Florida Right of First Refusal Clause for Shareholders' Agreement

• Category: Corporations - Shareholders and Stock
• State: Multi-State
• Control #: US-01770
• Format: Word; Rich Text

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 Florida Right of First Refusal Clause for Shareholders' Agreement is a crucial provision that governs the transfer of shares within a corporation. It ensures that existing shareholders are given the opportunity to purchase any shares being sold by another shareholder before they are offered to external parties. This clause aims to maintain the stability and control of the corporation by permitting existing shareholders to maintain their proportionate ownership. There are several types of Florida Right of First Refusal Clauses for Shareholders' Agreements, including: 1. Standard Right of First Refusal: This clause grants 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 remaining shareholders at a price and on terms equal to those offered by a third-party buyer. If the remaining shareholders decline to purchase the shares within a specified timeframe, the selling shareholder is then free to sell them externally. 2. Co-Sale Right or Tag-Along Right: This clause applies when a third-party buyer intends to purchase a substantial portion of shares from a shareholder. It grants the remaining shareholders the right to "tag along" with the selling shareholder and sell their shares on the same terms and conditions as the selling shareholder. This provision ensures that all shareholders have equal opportunities to exit the corporation if a major stake is being sold. 3. First Offer Right: Under this clause, a shareholder looking to sell their shares must first offer them to the remaining shareholders at a specified price and on pre-determined terms before considering external buyers. The remaining shareholders have the option to accept the offer within a given timeframe. If the offer is declined, the selling shareholder can then sell their shares to third-party buyers. 4. Last Refusal Right: This provision allows a shareholder to negotiate a sale with a third-party buyer and only offer the existing shareholders a right to match the terms of the proposed sale. If the existing shareholders choose to match the terms, they can purchase the shares, preventing the selling shareholder from selling them externally. 5. Right of First Negotiation: This clause provides existing shareholders the exclusive right to negotiate the purchase of shares being sold by another shareholder before any negotiations with third-party buyers are initiated. If the existing shareholders fail to reach an agreement within the negotiation period, the selling shareholder can proceed with external buyers. It is essential to consult legal professionals and tailor the Right of First Refusal Clause to the specific needs and circumstances of the corporation and its shareholders in Florida.

The Florida Right of First Refusal Clause for Shareholders' Agreement is a crucial provision that governs the transfer of shares within a corporation. It ensures that existing shareholders are given the opportunity to purchase any shares being sold by another shareholder before they are offered to external parties. This clause aims to maintain the stability and control of the corporation by permitting existing shareholders to maintain their proportionate ownership. There are several types of Florida Right of First Refusal Clauses for Shareholders' Agreements, including: 1. Standard Right of First Refusal: This clause grants 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 remaining shareholders at a price and on terms equal to those offered by a third-party buyer. If the remaining shareholders decline to purchase the shares within a specified timeframe, the selling shareholder is then free to sell them externally. 2. Co-Sale Right or Tag-Along Right: This clause applies when a third-party buyer intends to purchase a substantial portion of shares from a shareholder. It grants the remaining shareholders the right to "tag along" with the selling shareholder and sell their shares on the same terms and conditions as the selling shareholder. This provision ensures that all shareholders have equal opportunities to exit the corporation if a major stake is being sold. 3. First Offer Right: Under this clause, a shareholder looking to sell their shares must first offer them to the remaining shareholders at a specified price and on pre-determined terms before considering external buyers. The remaining shareholders have the option to accept the offer within a given timeframe. If the offer is declined, the selling shareholder can then sell their shares to third-party buyers. 4. Last Refusal Right: This provision allows a shareholder to negotiate a sale with a third-party buyer and only offer the existing shareholders a right to match the terms of the proposed sale. If the existing shareholders choose to match the terms, they can purchase the shares, preventing the selling shareholder from selling them externally. 5. Right of First Negotiation: This clause provides existing shareholders the exclusive right to negotiate the purchase of shares being sold by another shareholder before any negotiations with third-party buyers are initiated. If the existing shareholders fail to reach an agreement within the negotiation period, the selling shareholder can proceed with external buyers. It is essential to consult legal professionals and tailor the Right of First Refusal Clause to the specific needs and circumstances of the corporation and its shareholders in Florida.