Rhode Island Right of First Refusal Clause for Shareholders' Agreement

State:
Multi-State
Control #:
US-01770
Format:
Word; 
Rich Text
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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.
A Rhode Island Right of First Refusal Clause for Shareholders' Agreement is a legal provision that grants existing shareholders the opportunity to purchase additional shares in a company before those shares can be sold or offered to third parties. This clause is commonly included in shareholders' agreements to protect the interests of existing shareholders and maintain equity control within the company. The Right of First Refusal Clause ensures that shareholders have the first opportunity to acquire additional shares whenever another shareholder intends to sell or transfer their shares. Rather than allowing shares to be sold freely on the open market, this clause gives existing shareholders priority to maintain their ownership percentage or increase their stake in the company. In Rhode Island, the Right of First Refusal Clause for Shareholders' Agreement can be of two types: general and specific. 1. General Right of First Refusal Clause: This type of clause grants existing shareholders the general right to purchase any additional shares offered for sale by another shareholder. If a shareholder receives an offer from a third party to purchase their shares, they must first provide written notice to the other shareholders, giving them the opportunity to exercise their right to purchase the shares on the same terms and conditions as offered by the third party. 2. Specific Right of First Refusal Clause: This type of clause allows existing shareholders to have a right of first refusal only for specific situations or events. These events could include the transfer of shares to family members, transfers to specific individuals or entities, or transfers triggered by specific events such as retirement, disability, or death. The clause defines the circumstances under which the right of first refusal will be triggered and provides a mechanism for existing shareholders to exercise their rights. The purpose of including a Right of First Refusal Clause in a shareholders' agreement is to ensure existing shareholders have the ability to control who becomes a fellow shareholder and maintain the equilibrium of ownership within the company. It allows shareholders to have a say in the company's future and prevent unwanted or unknown third parties from becoming shareholders without their knowledge or consent. It is important for shareholders to carefully review and understand the Right of First Refusal Clause in their Rhode Island shareholders' agreement to know their rights, obligations, and the process by which they can exercise their right to purchase additional shares. Consultation with an experienced attorney who specializes in corporate law is highly recommended ensuring the clause is well-drafted and its provisions align with the shareholders' objectives.

A Rhode Island Right of First Refusal Clause for Shareholders' Agreement is a legal provision that grants existing shareholders the opportunity to purchase additional shares in a company before those shares can be sold or offered to third parties. This clause is commonly included in shareholders' agreements to protect the interests of existing shareholders and maintain equity control within the company. The Right of First Refusal Clause ensures that shareholders have the first opportunity to acquire additional shares whenever another shareholder intends to sell or transfer their shares. Rather than allowing shares to be sold freely on the open market, this clause gives existing shareholders priority to maintain their ownership percentage or increase their stake in the company. In Rhode Island, the Right of First Refusal Clause for Shareholders' Agreement can be of two types: general and specific. 1. General Right of First Refusal Clause: This type of clause grants existing shareholders the general right to purchase any additional shares offered for sale by another shareholder. If a shareholder receives an offer from a third party to purchase their shares, they must first provide written notice to the other shareholders, giving them the opportunity to exercise their right to purchase the shares on the same terms and conditions as offered by the third party. 2. Specific Right of First Refusal Clause: This type of clause allows existing shareholders to have a right of first refusal only for specific situations or events. These events could include the transfer of shares to family members, transfers to specific individuals or entities, or transfers triggered by specific events such as retirement, disability, or death. The clause defines the circumstances under which the right of first refusal will be triggered and provides a mechanism for existing shareholders to exercise their rights. The purpose of including a Right of First Refusal Clause in a shareholders' agreement is to ensure existing shareholders have the ability to control who becomes a fellow shareholder and maintain the equilibrium of ownership within the company. It allows shareholders to have a say in the company's future and prevent unwanted or unknown third parties from becoming shareholders without their knowledge or consent. It is important for shareholders to carefully review and understand the Right of First Refusal Clause in their Rhode Island shareholders' agreement to know their rights, obligations, and the process by which they can exercise their right to purchase additional shares. Consultation with an experienced attorney who specializes in corporate law is highly recommended ensuring the clause is well-drafted and its provisions align with the shareholders' objectives.

How to fill out Rhode Island Right Of First Refusal Clause For Shareholders' Agreement?

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FAQ

A "right of first refusal" is a contractual right on the part of a potential buyer to purchase real property within a specified period of time after another potential purchaser submits a purchase offer.

A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer on a particular transaction. In real estate terms, the phrase right of first refusal operates similarly.

The right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. Before the property owner accepts this offer, the property holder (the person with the right of first refusal) must be allowed to buy or lease the asset under the same terms offered by the third party.

When some of the shareholders wish to sell their share, a clause in the shareholder's agreement should state that the shareholders who wish to sell their shares have to show the right to match an offer received from a third party. This is known as the right of first refusal.

A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer on a particular transaction.

Rights of first refusal clauses are similar to options contracts as the holder has the right, but not the obligation, to enter into a transaction that generally involves an asset. The person with this right has the opportunity to establish a contract or an agreement on an asset before others can.

When you have a first right of refusal the seller must contact you and let you potentially move forward with a purchase before an offer can be accepted from another party. The first right of refusal can be put together either before a home is listed for sale or during the time it is on the market.

The right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. Before the property owner accepts this offer, the property holder (the person with the right of first refusal) must be allowed to buy or lease the asset under the same terms offered by the third party.

Right of first refusal (ROFR), also known as first right of refusal, is a contractual right to enter into a business transaction with a person or company before anyone else can. If the party with this right declines to enter into a transaction, the obligor is free to entertain other offers.

The United States District Court for the District of Columbia restated the fundamental principle that in order for a right of first refusal to be enforceable, it must be in writing under the Statute of Frauds.

More info

By EM Ross · Cited by 9 ? RESTATEMENT, PROPERTY § 406(c) (1944). 11 See BoYEn, FLORIDA REaL ESTATE TRANSACTIONS 1545 (1964). Such a provision was upheld in Lamont Bldg; Co. 13-Mar-2022 ? A clause where rules can be set up about the assignment of ownership in the entity. For example, most Companies will require members to offer ...Rhode Island Title 34.Transfer of leased land--Right of first refusalby executing a contract or purchase and sale or lease agreement with the ... 05-Jun-2012 ? A Practical Guide to Shareholders Agreement. Vital Clauses. RIGHT OF FIRST REFUSAL (ROFR) = Right of Option to. Purchase Shares. ROFR in ... In contract law, a non-compete clause (often NCC), restrictive covenant, or covenant not to compete (CNC), is a clause under which one party (usually an ... 10-Jan-2017 ? This can happen when horse buyers file away their contracts and, years later, forget the promises they made. Sometimes, these clauses are so ... (6) "Condominium" means the ownership of a single unit in a multi-unitProvision for insurance shall be without prejudice to the right of each unit ... Shareholding in the JVC in any manner, including, subject to the right of first refusal under the Shareholders Agreement, to transfer shares to any Entity,. In Rhode Island, a right of first refusal is distinguishable from an option.right of first refusal provision included in the Shareholders' Agreement is ... (g) "Partner" denotes a member of a partnership, a shareholder in a law firmAn agreement between the lawyer and the client regarding the scope of the ...

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Rhode Island Right of First Refusal Clause for Shareholders' Agreement