The Massachusetts Legend on Stock Certificate Giving Notice of Restriction on Transfer due to Stock Redemption Agreement Requiring First an Offer to the Corporation and then an Offer to other Stockholders is an important legal notice that is included on stock certificates in the state of Massachusetts. This restriction serves to protect the interests of both the corporation and its existing shareholders by setting forth specific requirements for the transfer of shares. The Massachusetts Legend is a unique provision that is often referred to as a "Right of First Refusal" or "ROAR". It requires the shareholder looking to transfer their shares to first offer them to the corporation itself. This allows the corporation to have the opportunity to repurchase the shares under specified terms and conditions before they can be transferred to another party. This restriction also includes an additional step where, if the corporation chooses not to exercise its right to repurchase the shares, the shareholder must then offer the shares to other existing stockholders. This ensures that the shares are offered within the existing shareholder base before they can be sold to an outside party. There are different types of Massachusetts Legends on Stock Certificates Giving Notice of Restriction on Transfer due to Stock Redemption Agreement Requiring First an Offer to the Corporation and then an Offer to other Stockholders depending on the specific circumstances and provisions of the stock redemption agreement. Some common variations may include: 1. "Full ROAR": This type of legend requires the shareholder to first offer their shares to the corporation and, if declined, make subsequent offers to other existing stockholders before considering outside offers. 2. "Partial ROAR": In this case, the shareholder may be required to offer a portion of their shares to the corporation and remaining shares to other shareholders. 3. "Limited ROAR": Under this restriction, the shareholder may only be obligated to offer their shares to a specific group of stockholders, such as major shareholders or officers of the corporation. 4. "Expiration of ROAR": Certain legends may have a provision that sets an expiration date for the ROAR, allowing the shareholder to freely transfer their shares after a specified period of time. It is essential to consult the specific language of the stock certificate and the associated stock redemption agreement to understand the exact requirements and provisions of the Massachusetts Legend. This restriction plays a crucial role in protecting the corporation and its shareholders' interests by ensuring that any transfer of shares is carried out in accordance with the agreed-upon terms and conditions.