Middlesex Massachusetts Right of First Refusal Clause for Shareholders' Agreement

State:
Multi-State
County:
Middlesex
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 Middlesex Massachusetts Right of First Refusal Clause for Shareholders' Agreement is a provision that can be included in a contract between shareholders of a company based in Middlesex County, Massachusetts. It outlines the rights and obligations of shareholders when a shareholder wishes to sell or transfer their shares to a third party. The purpose of the Right of First Refusal Clause is to provide existing shareholders with an opportunity to purchase the shares being offered for sale before they are sold to an external party. This clause helps protect the interests of current shareholders and allows them to maintain control and prevent unwanted changes in ownership. There are several types of Middlesex Massachusetts Right of First Refusal Clauses that can be included in a Shareholders' Agreement. Some common types include: 1. Standard Right of First Refusal: Under this type, if a shareholder decides to sell their shares, they must first offer them to the existing shareholders at a predetermined price. The existing shareholders then have the right to accept the offer and purchase the shares before they can be sold to a third party. 2. Co-Sale Right: This type of Right of First Refusal allows shareholders to sell their shares together, as a group. If one shareholder receives an offer to sell their shares, they must offer the other shareholders the option to sell their shares on the same terms as well. 3. Right of First Offer: In this variation, instead of a shareholder being required to provide an offer to existing shareholders, the existing shareholders have the right to make the first offer to the selling shareholder. The selling shareholder then has the choice to accept or reject the offer. 4. Tag-Along Right: This type of Right of First Refusal grants existing shareholders the option to include their shares in a sale to a third party. If a shareholder intends to sell their shares, the other shareholders have the right to include their shares in the deal and sell collectively. It is important to note that the specific terms and conditions governing the Right of First Refusal Clause may vary depending on the shareholders' agreement and the individual needs of the company. Consulting with an attorney experienced in corporate law in Middlesex County, Massachusetts is essential to ensure that the clause is drafted accurately and in accordance with applicable laws and regulations.

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FAQ

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.

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.

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.

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.

A right of first refusal keeps the person holding it from losing an essential asset. Many commercial tenants prefer to lease premises, but they would buy to prevent eviction by a new owner. A right of first refusal gives tenants a chance to buy and stay at their location.

The seller will keep the property on the market but accept a contingent offer, providing buyers with a 72-hour (negotiable) first-right-of-refusal notice to perform in the event seller receives a better offer. 2. The seller will take the property off the market and wait for the buyer to sell the buyer's existing home.

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.

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 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.

To be enforceable, options and rights of first refusal must usually be in writing, signed, contain an adequate description of the property, and be supported by consideration. They may be included in lease contracts, or they may be drafted as standalone agreements.

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Lesson Plan: Contract Law--Offer and Acceptance; Rejection; Revocation . A right of first refusal clause; Price .Fair price for shares; Operations . Each company in a Group is a member of the Group. Holding Company: has the meaning given in clause 1.11. Where we rely on your consent (such as to send you marketing), you can withdraw this consent at any time. , Paul Bustin and OpenTV Corp. Applying for Tenancy in a Manufactured Housing Community . British Columbia. Investment. Management. Corporation as Agent for Investment. (bcIMC).

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Middlesex Massachusetts Right of First Refusal Clause for Shareholders' Agreement