The Idaho Right of First Refusal (ROAR) Clause is a provision often included in shareholders' agreements to give existing shareholders the first opportunity to purchase additional shares before they can be sold to a third party. This allows shareholders to maintain control and preserve the ownership structure of the company. The Idaho ROAR Clause grants existing shareholders a preferred position in buying additional shares, ensuring that they have the first right to purchase new shares that become available. This clause aims to protect shareholders' interests and prevent dilution of their ownership stakes by offering them the opportunity to maintain or increase their equity. There are different types of Idaho ROAR Clauses that can be included in a shareholders' agreement, such as: 1. Standard ROAR Clause: This type of clause provides existing shareholders the right to purchase any shares offered for sale by another shareholder. They can choose to exercise this right, match the price offered by the third party, and purchase the shares themselves, preventing them from falling into other hands. 2. Proportional ROAR Clause: In this variant, the existing shareholders have the opportunity to buy additional shares in proportion to their current ownership stake. This clause ensures that shareholders can maintain their proportional ownership interest in the company by acquiring the same percentage of newly available shares. 3. Redemption ROAR Clause: This type of clause requires shareholders seeking to sell their shares to first offer them back to the company before selling them to an external party. The company then has the right to repurchase the shares on the same terms offered by the third party. 4. Reverse ROAR Clause: The reverse ROAR Clause, often utilized in certain circumstances, grants the company itself the right to offer shares for sale exclusively to existing shareholders before making them available to outsiders. This type of clause helps the company maintain control over its ownership structure and allows for orderly and controlled transfers of shares. In Idaho, the specific terms and conditions of the ROAR Clause can vary depending on the shareholders' agreement and the preferences of the involved parties. It is important to consult with legal professionals or corporate advisors experienced in Idaho business law to ensure the clause is properly drafted and customized to suit the shareholders' needs and requirements.