Wyoming Right of First Refusal and Co-Sale Agreement

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US-TC0211A
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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.

Wyoming Right of First Refusal and Co-Sale Agreement is a legal document that outlines the rights and obligations of parties involved in a potential sale or transfer of ownership of certain assets or equity interests in a Wyoming-based business. This agreement grants the existing shareholders or business partners the right to purchase the offered interest before it is sold to a third party, ensuring that they have the opportunity to maintain their proportionate ownership or investment. Keywords: Wyoming, Right of First Refusal, Co-Sale Agreement, transfer of ownership, equity interests, shareholders, business partners, assets, purchase, third party, proportionate ownership. There are two main types of Wyoming Right of First Refusal and Co-Sale Agreements: 1. Wyoming Right of First Refusal Agreement: This type of agreement grants the existing shareholders or business partners the right to purchase the offered shares or assets before they are sold to a third party. If a shareholder intends to sell their shares, they must first provide a written offer to the other shareholders, giving them an opportunity to purchase the offered shares on the same terms and conditions. The Right of First Refusal protects the existing shareholders from potential dilution of their ownership interests and ensures that they have the chance to maintain their proportionate ownership in the company. If the other shareholders choose not to exercise their right to purchase, the selling shareholder is then free to sell the shares to a third party. 2. Wyoming Co-Sale Agreement: A Co-Sale Agreement, also known as a Tag-Along Right, provides protection to minority shareholders in a situation where a majority shareholder intends to sell their shares to a third party. This agreement allows minority shareholders to "tag along" with the majority shareholder and sell their shares on the same terms and conditions, ensuring that they are not left behind or forced to sell their shares at a disadvantageous price. The Co-Sale Agreement aims to provide fair treatment to minority shareholders by giving them the option to participate in a sale whenever a majority shareholder triggers a sale transaction. This helps maintain a level playing field and protects minority shareholders from potential losses or disadvantages resulting from an unsolicited sale. In conclusion, the Wyoming Right of First Refusal and Co-Sale Agreement offers essential legal protections to shareholders and business partners in Wyoming-based companies. It ensures that existing parties have the first opportunity to purchase offered shares or assets before they are sold to third parties, maintaining their proportionate ownership and avoiding potential dilution. Furthermore, the Co-Sale Agreement protects minority shareholders by granting them the right to sell their shares alongside majority shareholders in case of an unsolicited sale. These agreements safeguard the interests and rights of all parties involved in ownership transfers within Wyoming businesses.

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FAQ

Right of first refusal (RFR or ROFR) has multiple meanings: In the context of a corporation, an ROFR is a contractual obligation of a shareholder to offer to sell its shares to the other holders (or sometimes back to the corporation) after receiving a bona fide offer to purchase from a third party.

Right of first refusal and co-sale agreement or ROFR for short, involves an agreement or clause that mandates a party provides notice before a transaction. Additionally, this agreement requires that an option is provided for the other party to refuse this transaction.

In real estate, the right of first refusal is a clause in a contract that gives a prioritized, interested party the right to make the first offer on a house before the owner can negotiate with other prospective buyers.

In the limited liability company (LLC) context, a right of first refusal (ROFR) gives the holder of the right the option to purchase a fellow member's interest after the divesting member has first received an initial bona fide offer from a third party.

A right of first refusal?often abbreviated as ?ROFR? (pronounced ?roafer?)?gives the holder of the right ?first dibs? on any potential share sale. Also known as a ?last look? provision, ROFRs are a common feature in venture financings.

A right of first refusal (?ROFR?) is an option contract whereby the holder of the right has the future option to purchase property when the owner intends to sell it. The holder of the ROFR has the right to purchase the property prior to any other third party who seeks to purchase it.

Tag-along rights also referred to as "co-sale rights," are contractual obligations used to protect a minority shareholder, usually in a venture capital deal. If a majority shareholder sells his stake, it gives the minority shareholder the right to join the transaction and sell their minority stake in the company.

Right of First Offer. Sometimes referred to as a right of first opportunity or first right to purchase, this provision requires the owner to give the holder the first chance to buy a property after the owner decides to sell. Unlike the option to purchase, the holder cannot force the owner to sell.

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Include a place for witnesses or a notary public to sign and authenticate the agreement if required by local law. Practical Applications of Right of First ... The right of first refusal (ROFR) is a contractual right between two parties: the grantor and the holder. The grantor owns an asset which the holder may, ...Mar 19, 2020 — A right of first refusal is an agreement between the owner of a property or another asset type and the holder. ROFR agreements can be made in ... Mar 1, 2023 — The right of first refusal is a powerful tool for real estate investors, allowing them to protect their investments and maximize returns. OPTION OR FIRST REFUSAL MONEY: Upon execution of this agreement, Purchaser has paid unto Seller the sum of $. as “First Refusal or Option Money”. The Option ... 1.15 “Right of Co-Sale” means the right, but not an obligation, of the Investor to participate in a Proposed Key Holder Transfer on the terms and conditions ... If one of the cotenants entered negotiations to sell her interest in the fee, the agreement granted a right of first refusal to the others, whereby they ... by B Daskal · 1995 · Cited by 26 — 1' When the owner is only prepared to sell the burdened property as part of a larger package of properties, uncertainty arises. Does the proposed transaction ... To exercise its Right of First Refusal under this Section 2, the Company must deliver a Company Notice to the selling Key Holder and the Investors within ... ... first offer to purchase an interest in real property for waiving, releasing or not exercising the option or right upon the transfer of the property to another ...

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Wyoming Right of First Refusal and Co-Sale Agreement