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Right of First Refusal Clause for Shareholders' Agreement

Alameda California Right of First Refusal Clause for Shareholders' Agreement

Name: Alameda California Right of First Refusal Clause for Shareholders' Agreement
Brand: US Legal Forms
Rating: 4.68 (364 reviews)

Category:

Corporations - Shareholders and Stock

State:

Multi-State

County:

Alameda

Control #:

US-01770

Format:

Instant download

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.

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How to fill out Alameda California Right Of First Refusal Clause For Shareholders' Agreement?

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FAQ

For example, a commercial tenant may prefer to lease a location; however, he may buy the premises if it meant that he would be evicted if the property sold to a new owner. In such a case, the tenant would negotiate to have a right of first refusal clause incorporated into his lease.

The right of first refusal granted herein shall terminate (i)with respect to any particular First Refusal Space upon the failure by Tenant to exercise its right of first refusal with respect to the First Refusal Space so offered by Landlord pursuant to the terms of this Section1.

A generic right of first refusal (ROFR) provision that restricts a contracting party from accepting a third-party offer to enter into a specified transaction without first offering the terms proposed by the third party to the holder of the ROFR.

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.

There's a time limit built into the typical ROFR agreement, so when the seller does decide to put the property up for sale, the potential buyer needs to be ready to make a quick decision and know whether they can line up the financing. They should be ready to enter into a purchase agreement within a matter of days.

When a lease contract contains a right of first refusal, the lessor is under a legal duty to the lessee not to sell to anybody at any price until after he has made an offer to sell to the latter at a certain price and the lessee has failed to accept it.

Definition of (the right of) first refusal : the right to have the first choice to buy something on the same terms as offered to someone else.

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.

Once that is done the ROFR holder has the option of purchasing the property instead or waiving their ROFR and allowing another sale to go through. To get to closing, a title company has to have a signed Waiver of Right of First Refusal document in the file before funding can occur.

Within 30 days after receipt of the Seller's Notice, the Company shall have the right to purchase all or any portion of the shares so offered at the price and on the terms and conditions stated in the Seller's Notice.

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Absent a lease provision, a tenant is not required to complete and sign an estoppel agreement. Clauses in the three relevant contracts.Each case on the list links to a summary of the ruling in the case. 01 The Alameda County Water District (hereafter referred to as the "District"), recognizes. This first step, Alameda CTC has initiated a process that can realize greater benefits from goods move- ment in the County and ensure its continued. Find out if your DVC Membership can be sold to another party. The District reserves the right to contract for all or a partial list of services offered in the proposals. Unless otherwise provided in the.

Alameda California Right of First Refusal Clause for Shareholders' Agreement

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What does the Right of First Refusal Clause in Alameda's Shareholders' Agreement mean?

Why is the Right of First Refusal important for shareholders?

How does the Right of First Refusal work?

Can existing shareholders be forced to exercise their Right of First Refusal?

What happens if existing shareholders decline to purchase the offered shares?

Can the Right of First Refusal be waived or modified?

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