New Hampshire Clauses Relating to Transfers of Venture Interests — Including Rights of First Refusal In New Hampshire, when it comes to transfers of venture interests, including rights of first refusal, there are specific clauses that are commonly used. These clauses aim to regulate and define the conditions under which transfers can be made, ensuring fair treatment for all parties involved. Below are three different types of clauses that are often utilized in New Hampshire: 1. Rights of First Refusal (ROAR) Clause: The ROAR clause is a crucial provision in venture agreements that grants existing venture partners or investors the first opportunity to purchase or acquire a transferring venture interest. This clause allows current partners to maintain control and protect the overall harmony and direction of the venture. If a partner wishes to transfer their interest, they must first offer it to the existing partners on the terms agreed upon in the ROAR clause. If the offer is declined, the transferring partner is then free to pursue other buyers or investors. 2. Transfer Approval Clause: The transfer approval clause outlines the process by which transfers of venture interests can be approved or rejected. This clause typically requires the transferring partner to obtain prior written consent from a specified majority or unanimous vote of the venture partners. The clause ensures that all partners have a say in whether a transfer should be allowed based on various factors such as the capability and compatibility of the potential transferee. 3. Cross-Purchase Option Clause: The cross-purchase option clause comes into play when there are multiple venture partners involved. This clause allows the remaining partners to purchase the interest being transferred instead of relying on the venture as a whole. The clause specifies that each partner has the right to purchase the transferring partner's interest in proportion to their existing ownership stakes. This option helps maintain the balance of control and allocation of profits among the remaining partners while compensating the transferring partner fairly. It is important to note that these clauses can be tailored and modified based on specific venture agreements and the preferences of all parties involved. The intent behind implementing these clauses is to protect the venture's stability, enable smooth transitions, and ensure that transfers are conducted transparently and fairly. By incorporating these clauses relating to transfers of venture interests, including rights of first refusal, into venture agreements, New Hampshire businesses can establish clear guidelines for future transfers and safeguard the interests of all partners involved.
New Hampshire Clauses Relating to Transfers of Venture interests - including Rights of First Refusal
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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.
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.
A right of first refusal?often abbreviated as ?ROFR? (pronounced ?roafer?)?gives the holder of the right ?first dibs? on any potential share sale. Also known as a ?last look? provision, ROFRs are a common feature in venture financings.
Example ? 3. A and B investors of X Company holding shares 95% and 5% respectively. Now if A wants to sell his 10 shares, in that case, he needs to put the first offer to B if B rejects this offer A can sell his shares to C but in case B accepts his offer then A mandatorily have to sell his shares to B.
Right of First Refusal to Lease is a lease clause that gives an existing tenant the first opportunity to lease additional space that is currently vacant or might become available to lease when another tenant vacates a space in the property.
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).