Form with which a corporation advises that it has resolved that some shareholders shall be required to give the corporation the opportunity to purchase shares before selling them to another.
The Texas Corporate Right of First Refusal (ROAR) is a legal provision that grants a corporation the option to purchase a particular asset or property before it is offered to a third party. It is typically included in corporate resolutions, which are formal decisions made by a company's board of directors. The ROAR serves as a protective measure for corporations, allowing them to maintain control over their assets and investments. It ensures that the corporation has the first opportunity to acquire or retain assets of strategic importance or value. This mechanism can apply to various types of transactions, such as the sale of shares, real estate, intellectual property, or other assets. There are different types of Texas Corporate Right of First Refusal — Corporate Resolutions, each tailored to specific scenarios: 1. Share ROAR: This type of resolution is commonly used in corporations to allow the company to purchase additional shares of its own stock before they can be sold to a third party. This ensures that existing shareholders maintain their proportionate ownership and prevents unwanted investors from acquiring a significant stake in the corporation. 2. Contract ROAR: This resolution grants the corporation the first opportunity to enter into a contract or agreement before it is offered to external parties. For instance, if a corporation has an existing contract with a supplier and the supplier intends to terminate the agreement, the corporation's ROAR ensures it has the option to match the terms offered by any potential new suppliers. 3. Real Estate ROAR: This type of resolution applies specifically to the sale or lease of real estate properties. It allows the corporation to purchase or lease a property that is being sold or rented by another party, thereby protecting its interests and potentially acquiring strategic locations for expansion or relocation. 4. Intellectual Property ROAR: This resolution gives the corporation the right to acquire or license intellectual property assets, such as patents, trademarks, or copyrights, before they are offered to third parties. By exercising this right, the corporation can protect its competitive advantage, secure valuable inventions or brand assets, and prevent potential IP infringement by competitors. It is important to note that the specifics of Texas Corporate Right of First Refusal — Corporate Resolutions may vary depending on the corporation's bylaws, articles of incorporation, or other governing documents. Therefore, consulting legal professionals familiar with Texas corporate law is crucial to creating and implementing an effective ROAR provision.
