Mecklenburg North Carolina Right of First Refusal Clause for Shareholders' Agreement

State:
Multi-State
County:
Mecklenburg
Control #:
US-01770
Format:
Word; 
Rich Text
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.

The Mecklenburg North Carolina Right of First Refusal Clause for Shareholders' Agreement is a provision that outlines the rights and obligations of shareholders in a company. This clause is important for protecting the interests of shareholders and ensuring fair treatment in corporate transactions. In Mecklenburg North Carolina, there are different types of Right of First Refusal Clauses that can be included in a Shareholders' Agreement: 1. Standard Right of First Refusal: This clause grants existing shareholders the right to purchase additional shares before they are offered to outside parties. If a shareholder receives an offer to sell their shares, they must provide notice to the other shareholders, who have the opportunity to match the terms of the offer and acquire the shares on the same conditions. 2. Co-Sale Right of First Refusal: This clause applies when a shareholder intends to sell their shares to a third party. It allows other shareholders to participate in the sale and offer their shares on the same terms and conditions. This ensures that existing shareholders have the opportunity to maintain their proportional ownership in the company. 3. Tag-Along Right of First Refusal: This clause is relevant when a majority shareholder intends to sell their shares to a third party. It grants minority shareholders the right to "tag along" and include their shares in the sale, ensuring that they also have the opportunity to sell their stake under the same terms and conditions as the majority shareholder. 4. Drag-Along Right of First Refusal: This clause is applicable when a majority shareholder receives an offer to sell the company. It allows the majority shareholder to "drag along" the minority shareholders by including their shares in the sale. This provision ensures that minority shareholders do not obstruct the sale process and must sell their shares when the majority shareholder decides to proceed. In summary, the Mecklenburg North Carolina Right of First Refusal Clause for Shareholders' Agreement provides different types of protective measures for shareholders, including the standard right of first refusal, co-sale right of first refusal, tag-along right of first refusal, and drag-along right of first refusal. These clauses aim to ensure fair treatment, maintain proportional ownership, and protect the interests of shareholders in corporate transactions.

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FAQ

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.

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.

The right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else.

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.

The right of first refusal is a standard clause in many stockholders agreements. It requires a stockholder who has received an offer from a third party to purchase any or all of its shares in a company to offer those shares to the other stockholders before consummating the sale to the third party.

When discussing real estate, the term right of first refusal (ROFR), also called the first right of refusal, refers to the contractual right given to an interested party that allows them to be the first buyer to submit an offer on a specified property.

The right of first refusal (ROFR) is a contractual right that can impact your business and future opportunities. Simply put, the ROFR gives the holder of the right the option to enter into a transaction before anyone else.

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.

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. 3.

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Mecklenburg North Carolina Right of First Refusal Clause for Shareholders' Agreement