This is a "Right of First Refusal and Co-Sale Agreement." It is entered into by the corporation and the purchasers of preferred stock. It gives the company and the purchasers of preferred stock certain rights of refusal and options upon the transfer of stock.
The New Hampshire Right of First Refusal and Co-Sale Agreement is a legal document designed to protect the rights of shareholders or members of a company. This agreement is typically entered into when a company's shares or membership interests are being sold or transferred to a third party. It is important for individuals involved in a transaction in New Hampshire to understand the key aspects of this agreement and its various types to ensure compliance with the state's laws. The Right of First Refusal (ROAR) provision in the agreement grants existing shareholders or members the right to purchase any shares or membership interests being sold by another party (the "Seller") before the transaction can be executed. This provision ensures that existing shareholders or members have the opportunity to maintain or increase their ownership percentage in the company, while also safeguarding their investment. In New Hampshire, there are two common types of Right of First Refusal agreements: 1. Standalone Right of First Refusal Agreement: This agreement is an independent document entered into between the company and its shareholders or members. It outlines the terms and conditions under which the ROAR can be exercised, including the timeline, notice requirements, and purchase price. 2. Right of First Refusal Clause in the Company's Bylaws or Operating Agreement: Instead of having a separate agreement, the ROAR provision may be incorporated directly into the company's bylaws (for corporations) or operating agreement (for LCS). This ensures that the right is automatically granted to shareholders or members without the need for a separate document. Additionally, the New Hampshire Right of First Refusal and Co-Sale Agreement may also include a Co-Sale provision. This provision grants existing shareholders or members the ability to sell their shares or membership interests alongside the Seller. This allows them to capitalize on the same selling opportunity and avoid dilution of their ownership. When drafting or reviewing this agreement, it is crucial to consult with a qualified attorney who specializes in corporate law to ensure compliance with New Hampshire's specific regulations. Keywords for this topic include New Hampshire, Right of First Refusal, Co-Sale Agreement, shareholders, members, bylaws, operating agreement, corporation, LLC, and legal compliance.
