Virgin Islands Right of First Refusal Clause for Shareholders' Agreement: Explained In the Virgin Islands, a Right of First Refusal (ROAR) clause is a crucial aspect of a shareholders' agreement. This clause grants existing shareholders the first opportunity to purchase additional shares before they are offered to outside parties. It helps ensure continuity, control, and stability within the company, allowing shareholders to maintain their proportional ownership and protect their investment. There are different types of Virgin Islands Right of First Refusal Clauses for Shareholders' Agreements, including: 1. Standard ROAR Clause: This clause states that if a shareholder intends to sell their shares, they must first offer those shares to existing shareholders at a fair market value or a price agreed upon by the parties involved. Existing shareholders then have the right to accept or decline the offer within a specific timeframe. 2. Preemptive Rights Clause: This clause, also known as the Subscription Rights Clause, ensures that existing shareholders have the right to subscribe to new share issuance in proportion to their existing ownership percentages. This helps maintain the original ownership structure of the company and prevents dilution. 3. Hybrid ROAR Clause: A hybrid clause combines elements of both the Standard ROAR and Preemptive Rights clauses. It allows existing shareholders to exercise their right of first refusal for existing shares as well as new share issuance by the company. 4. Drag-Along ROAR Clause: This type of clause empowers majority shareholders to "drag along" minority shareholders in the sale of the entire company. It ensures that minority shareholders cannot hinder a potential sale if a predetermined majority threshold agrees to the transaction. 5. Tag-Along ROAR Clause: The Tag-Along clause protects minority shareholders by allowing them to "tag along" in the sale of shares by a majority shareholder. This provision ensures that minority shareholders have the right to sell their shares under the same terms and conditions as majority shareholders. In conclusion, the Virgin Islands Right of First Refusal Clause for Shareholders' Agreement provides a mechanism to protect shareholders' rights and maintain the ownership structure of a company. The various types of clauses offer flexibility in accommodating different situations, whether it is the sale of existing shares or the issuance of new shares. Understanding and incorporating the appropriate ROAR clause in a shareholders' agreement is essential for shareholders to safeguard their investments and maintain control over the company.