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 Texas Right of First Refusal and Co-Sale Agreement is a legal contract that grants certain rights and protections to parties involved in a business or real estate transaction. This agreement is commonly used in Texas to regulate the sale of shares or ownership interests in a company or property. The Right of First Refusal (ROAR) is a provision within the agreement that gives a certain party, typically an existing shareholder or owner, the opportunity to purchase the shares or ownership interest of another party before it is offered to others. The party with the ROAR has the right, but not the obligation, to match the terms and conditions of a bona fide offer from a third party. A Co-Sale Agreement, also known as a tag-along right, is another provision included in the contract. It allows minority shareholders or owners to "tag along" with a majority shareholder or owner when they receive an offer to sell their shares or interest to a third party. By exercising the co-sale provision, minority stakeholders can ensure that they have the opportunity to sell their shares on the same terms and conditions as the majority shareholder. In addition to the basic Texas Right of First Refusal and Co-Sale Agreement, there are variations and specific types tailored to meet different needs or situations. These may include: 1. Right of First Offer (ROFL): This type of agreement gives a party the exclusive right to make the first offer to purchase the shares or ownership interest, without the need for someone else to make an initial offer. 2. Right of First Negotiation: This provision requires the party interested in selling their shares or interest to negotiate with the other party before seeking offers from third parties. It ensures a fair opportunity for the existing shareholder or owner to enter into discussions about a potential purchase. 3. Right of First Refusal and Offer: This combines the ROAR and ROFL provisions, giving the party the right to match any offer made by a third party or to make the first offer themselves. 4. Right of First Opportunity: In this agreement, the party interested in selling must present the opportunity to another party before seeking offers from third parties. This provision allows for negotiation and the possibility of exercise of the right of first refusal. It is important for parties involved in a business or real estate transaction in Texas to fully understand the terms, implications, and potential variations of the Right of First Refusal and Co-Sale Agreement that they are entering into. Seeking legal counsel is advised to ensure compliance with relevant laws and to protect the rights and interests of all parties involved.The Texas Right of First Refusal and Co-Sale Agreement is a legal contract that grants certain rights and protections to parties involved in a business or real estate transaction. This agreement is commonly used in Texas to regulate the sale of shares or ownership interests in a company or property. The Right of First Refusal (ROAR) is a provision within the agreement that gives a certain party, typically an existing shareholder or owner, the opportunity to purchase the shares or ownership interest of another party before it is offered to others. The party with the ROAR has the right, but not the obligation, to match the terms and conditions of a bona fide offer from a third party. A Co-Sale Agreement, also known as a tag-along right, is another provision included in the contract. It allows minority shareholders or owners to "tag along" with a majority shareholder or owner when they receive an offer to sell their shares or interest to a third party. By exercising the co-sale provision, minority stakeholders can ensure that they have the opportunity to sell their shares on the same terms and conditions as the majority shareholder. In addition to the basic Texas Right of First Refusal and Co-Sale Agreement, there are variations and specific types tailored to meet different needs or situations. These may include: 1. Right of First Offer (ROFL): This type of agreement gives a party the exclusive right to make the first offer to purchase the shares or ownership interest, without the need for someone else to make an initial offer. 2. Right of First Negotiation: This provision requires the party interested in selling their shares or interest to negotiate with the other party before seeking offers from third parties. It ensures a fair opportunity for the existing shareholder or owner to enter into discussions about a potential purchase. 3. Right of First Refusal and Offer: This combines the ROAR and ROFL provisions, giving the party the right to match any offer made by a third party or to make the first offer themselves. 4. Right of First Opportunity: In this agreement, the party interested in selling must present the opportunity to another party before seeking offers from third parties. This provision allows for negotiation and the possibility of exercise of the right of first refusal. It is important for parties involved in a business or real estate transaction in Texas to fully understand the terms, implications, and potential variations of the Right of First Refusal and Co-Sale Agreement that they are entering into. Seeking legal counsel is advised to ensure compliance with relevant laws and to protect the rights and interests of all parties involved.
