Nebraska 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 Nebraska Right of First Refusal (ROAR) Clause for Shareholders' Agreement is a crucial provision that grants existing shareholders the opportunity to purchase additional shares of a company before they are offered to outside parties. This clause is designed to protect the interests of current shareholders by ensuring that they have a priority in maintaining or increasing their ownership percentage. Under this clause, if a shareholder intends to sell his or her shares to a third party, the shareholder must first offer these shares to the remaining shareholders on the same terms and conditions. The remaining shareholders then hold the right to accept or decline the offer within a specified timeframe, typically set by the agreement. If one or more shareholders accept the offer, the selling shareholder is obligated to sell the shares to them rather than to the third party. However, if none of the shareholders exercise their right of first refusal, the selling shareholder may proceed with the sale to the third party. There are different types of Nebraska Right of First Refusal Clauses that can be included in a Shareholders' Agreement, each with slight variations: 1. Standard Right of First Refusal: This clause grants existing shareholders the right to purchase shares before they are offered to external parties. It ensures control remains within the current shareholder group and limits the entry of potentially unsuitable investors. 2. Right of First Offer: This clause mandates that a shareholder, intending to sell shares, must first provide a formal offer to the remaining shareholders. The remaining shareholders have the option to accept or negotiate the terms of the offer. If an agreement is reached, the sale proceeds with the participating shareholders; otherwise, the selling shareholder can explore other options. 3. Right of First Negotiation: This clause requires a shareholder to engage in negotiations with the remaining shareholders before seeking outside purchasers. It allows the shareholders to discuss potential terms and conditions, providing an opportunity to match or improve the offers received from external parties. 4. Right of First Refusal with Tag-Along Rights: In addition to the right of first refusal, this clause grants minority shareholders the right to join in the sale of shares by a majority shareholder. This ensures minority shareholders have the opportunity to sell their shares on the same terms and conditions, protecting their interests. Investing in a Shareholders' Agreement that includes a Nebraska Right of First Refusal Clause is vital for protecting the ownership structure and interests of existing shareholders.

The Nebraska Right of First Refusal (ROAR) Clause for Shareholders' Agreement is a crucial provision that grants existing shareholders the opportunity to purchase additional shares of a company before they are offered to outside parties. This clause is designed to protect the interests of current shareholders by ensuring that they have a priority in maintaining or increasing their ownership percentage. Under this clause, if a shareholder intends to sell his or her shares to a third party, the shareholder must first offer these shares to the remaining shareholders on the same terms and conditions. The remaining shareholders then hold the right to accept or decline the offer within a specified timeframe, typically set by the agreement. If one or more shareholders accept the offer, the selling shareholder is obligated to sell the shares to them rather than to the third party. However, if none of the shareholders exercise their right of first refusal, the selling shareholder may proceed with the sale to the third party. There are different types of Nebraska Right of First Refusal Clauses that can be included in a Shareholders' Agreement, each with slight variations: 1. Standard Right of First Refusal: This clause grants existing shareholders the right to purchase shares before they are offered to external parties. It ensures control remains within the current shareholder group and limits the entry of potentially unsuitable investors. 2. Right of First Offer: This clause mandates that a shareholder, intending to sell shares, must first provide a formal offer to the remaining shareholders. The remaining shareholders have the option to accept or negotiate the terms of the offer. If an agreement is reached, the sale proceeds with the participating shareholders; otherwise, the selling shareholder can explore other options. 3. Right of First Negotiation: This clause requires a shareholder to engage in negotiations with the remaining shareholders before seeking outside purchasers. It allows the shareholders to discuss potential terms and conditions, providing an opportunity to match or improve the offers received from external parties. 4. Right of First Refusal with Tag-Along Rights: In addition to the right of first refusal, this clause grants minority shareholders the right to join in the sale of shares by a majority shareholder. This ensures minority shareholders have the opportunity to sell their shares on the same terms and conditions, protecting their interests. Investing in a Shareholders' Agreement that includes a Nebraska Right of First Refusal Clause is vital for protecting the ownership structure and interests of existing shareholders.