North Carolina Clauses Relating to Transfers of Venture Interests — Including Rights of First Refusal When it comes to transfers of venture interests in North Carolina, certain clauses are crucial to protect the rights and interests of the parties involved. One such clause is the Right of First Refusal (ROAR). Below, we will explore the different types of North Carolina clauses relating to transfers of venture interests, including the Rights of First Refusal. 1. Right of First Refusal (ROAR): The Right of First Refusal is a provision in a contract or agreement that grants a party the option to purchase or acquire a venture interest before it is offered to any other prospective buyer. It allows the holder of the right to match an offer made by a third party and purchase the venture interest on the same terms. This clause ensures that the original party has the first opportunity to acquire additional interests and protects their investment in the venture. Types of Right of First Refusal Clauses: a) Standard Right of First Refusal: Under this type of clause, if a party intends to transfer their venture interest, they must first offer it to existing venture partners before seeking outside buyers. The existing partners then have the right to accept or decline the offer. If they decline or fail to respond within a specified timeframe, the transfer can proceed with an outside buyer. b) Right of First Negotiation: In this type of clause, a party wishing to sell or transfer their venture interest must first negotiate exclusively with the existing partners before soliciting offers from third parties. The existing partners have the opportunity to negotiate and potentially match the terms of any third-party offer. c) Right of First Offer: This clause is similar to the Right of First Refusal, but with a slight difference. Under this provision, the owner of the venture interest must notify existing partners of their intent to transfer before seeking outside offers. The existing partners have the right to make the first offer, which the owner of the interest can choose to accept or decline. If declined, the owner is free to seek other offers. d) Right of First Co-Sale: With this clause, a party wishing to transfer their venture interest must include the right for existing partners to sell their proportionate share of venture interests to the same third party and on the same terms. This type of clause allows existing partners to maintain their proportional ownership in the venture. It is important to note that the specific terms and conditions of these clauses vary, and their inclusion in contracts or agreements depends on the preferences of the parties involved. Consulting with legal professionals experienced in North Carolina venture law is highly recommended ensuring the clauses accurately reflect the parties' intent and protect their interests. In conclusion, North Carolina Clauses Relating to Transfers of Venture Interests, including Rights of First Refusal, serve to safeguard the rights and investments of parties involved in venture agreements. These clauses offer several options for allowing existing partners the right to acquire venture interests before they are offered to outside parties, ensuring fair and protected transfers within the venture.
North Carolina Clauses Relating to Transfers of Venture interests - including Rights of First Refusal
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Court of Appeal: writ granted; right of first refusal was fully enforceable and could not be dodged by ?uncertainty? or bad faith conduct. The Court of Appeal issued the writ and reversed the trial court's order. The court held that the language of the right of first refusal was not too ?uncertain? to enforce.
Key Takeaways. A right of first refusal is a contractual right giving its holder the option to transact with the other contracting party before others can. The ROFR assures the holder that they will not lose their rights to an asset if others express interest.
In real estate, the right of first refusal is a clause in a contract that gives a prioritized, interested party the right to make the first offer on a house before the owner can negotiate with other prospective buyers.
The right of first refusal granted herein shall terminate (i)with respect to any particular First Refusal Space upon the failure by Tenant to exercise its right of first refusal with respect to the First Refusal Space so offered by Landlord pursuant to the terms of this Section1.
Landlord hereby grants Tenant the on-going option to lease, upon the terms and conditions hereinafter set forth, any then vacant space adjacent to the Premises (the ?First Refusal Space?) during the First Refusal Period (as hereinafter defined).
In the limited liability company (LLC) context, a right of first refusal (ROFR) gives the holder of the right the option to purchase a fellow member's interest after the divesting member has first received an initial bona fide offer from a third party.
In a typical right of first refusal, a shareholder wishing to sell his or her shares must first strike a deal with a third party to sell his or her shares. That third party has to commit to the basic terms of a purchase of some or all of the shareholder's shares.