This is a "Right of First Refusal and Co-Sale Agreement." It is entered into by the corporation and the purchasers of preferred stock. It gives the company and the purchasers of preferred stock certain rights of refusal and options upon the transfer of stock.
The Louisiana Right of First Refusal and Co-Sale Agreement is a legal contract that gives certain parties the first opportunity to purchase a property or shares of a property before it can be sold to a third party. This agreement is commonly used in real estate and business transactions to protect the interests of existing owners or shareholders. The Right of First Refusal (ROAR) clause within the agreement grants a specific party, typically an existing shareholder or property owner, the right to purchase the subject property or shares on the same terms and conditions offered by a bona fide third-party buyer. It ensures that the party with the ROAR has the first chance to buy if the seller decides to sell. The Co-Sale Agreement, also known as the Tag-Along or Bring-Along Rights, is closely related to the ROAR. It allows minority stakeholders in a closely-held corporation or property to join in the sale of shares when a majority shareholder or owner decides to sell their interest. This provision ensures that minority shareholders or owners are not left behind in case there is a potential market for their shares. In Louisiana, there are several variations of the Right of First Refusal and Co-Sale Agreement that are commonly used, each tailored to different needs and circumstances: 1. Right of First Refusal for Real Estate: This agreement is specifically designed for real estate transactions, giving existing property owners the first opportunity to purchase the property if the owner decides to sell. 2. Right of First Refusal for Business Shares: This agreement is used in business settings, allowing existing shareholders the right to purchase the shares being sold by another shareholder before they can be sold to an outside party. 3. Right of First Refusal and Co-Sale Agreement for Investor Protection: This type of agreement is used when venture capitalists or angel investors invest in a company. It protects their interests by granting the investors the right to purchase their shares back from the founder or other shareholders before they can be sold to third parties. In all these variations, the Right of First Refusal and Co-Sale Agreement helps maintain control, protect investments, and ensure fair opportunities for existing stakeholders. It provides a legal framework for parties involved in real estate or business transactions to exercise their rights and protect their financial interests.
