The New Hampshire Right of First Refusal Clause for Shareholders' Agreement is a legal provision used to protect the interests of shareholders in New Hampshire-based companies. This clause establishes the shareholders' right to have the first opportunity to purchase or acquire additional shares of stock before these shares are offered to any third party. In New Hampshire, there are several types of Right of First Refusal Clauses that can be included in a Shareholders' Agreement: 1. Standard Right of First Refusal: This type of clause grants existing shareholders the first right to purchase any newly issued shares of stock that are to be sold by another shareholder. It ensures that the existing shareholders maintain their proportional ownership in the company. 2. Co-Sale or Tag-Along Right: In addition to the standard right of first refusal, this clause allows minority shareholders the option to participate in the sale of shares by a majority shareholder. If a majority shareholder receives an offer to sell their stock, minority shareholders can exercise their right to sell a proportionate amount of their shares as well. 3. Drag-Along Right: This clause allows majority shareholders to force minority shareholders to join in the sale of the company. If a majority shareholder receives an offer to sell the entire company, they can trigger the drag-along right, which requires minority shareholders to sell their shares on the same terms and conditions. 4. Reverse Right of First Refusal: This clause works in favor of the company rather than the shareholders. It gives the company the right to repurchase shares from a shareholder before they can sell them to a third party. This can be used to maintain ownership control or retain valuable shares within the company. 5. Standstill Agreement: In some cases, shareholders may agree not to exercise their right of first refusal for a specific period, usually to create stability or for strategic reasons. This clause limits the ability of shareholders to sell or transfer their shares outside the agreed terms. The New Hampshire Right of First Refusal Clause for Shareholders' Agreement ensures fairness and transparency when it comes to shareholder transactions. It protects the interests of existing shareholders, allows them to maintain their ownership stake, and prevents dilution of their shares. It also gives shareholders the opportunity to participate in the potential upside of future investment by ensuring they have the first right to acquire additional shares in the company.