Connecticut Clauses Relating to Transfers of Venture Interests — Including Rights of First Refusal When it comes to transferring venture interests in Connecticut, there are specific clauses that govern these transactions, ensuring fair and equitable processes. One such clause is the Right of First Refusal (ROAR). Let's delve into the details of these Connecticut clauses, including the different types that exist. 1. Right of First Refusal (ROAR): The Right of First Refusal is a common provision in Connecticut venture agreements. This clause stipulates that if a venture interest owner intends to sell or transfer their interest, they must first offer it to other existing venture interest holders before selling to an external buyer. Essentially, it grants these existing holders the right to have the first opportunity to purchase the interest at the same terms offered by the third-party buyer. The purpose of the ROAR is to ensure that current venture interest holders have the opportunity to maintain their proportionate ownership in the venture. Types of Rights of First Refusal clauses: a. Absolute ROAR: Under this clause, venture interest holders have an absolute right, meaning the selling interest holder must inform them before selling their interest and allow them to purchase on the same terms. If the existing interest holders choose not to exercise their rights, the selling interest holder can then proceed with the sale to the external buyer. b. Right of First Offer (ROFL): This clause provides existing venture interest holders the option to be the first to negotiate the terms of the sale with the selling interest holder. The selling interest holder must inform the existing holders of their intention to sell and give them an opportunity to make an offer. If the existing holders make an offer meeting the seller's terms, the sale must be made to them. c. Right of First Negotiation (ROAN): In this scenario, the selling interest holder is required to negotiate exclusively with the existing interest holders for a specified period. The negotiation may or may not result in an acceptable offer, but it restricts the seller from engaging with any third-party buyers during the negotiation period. If no agreement is reached, the seller is then free to explore other options. Venture agreement terms and considerations: It is essential to note that the terms and conditions of these clauses can vary in different Connecticut venture agreements. Key factors that must be considered include: — The timeline within which the right of first refusal must be exercised. — The process of notifying existing interest holders. — The accepted methods for determining the fair market value of the venture interest. — Any specific limitations or exemptions related to transfers, such as transfers between family members or affiliates. In conclusion, Connecticut clauses related to transfers of venture interests, including the Right of First Refusal, play a vital role in maintaining the integrity and equitable distribution of ownership in ventures. These clauses ensure that existing interest holders have the opportunity to maintain their positions and participate in any potential sale, safeguarding their investments in the venture. It is crucial to consult legal professionals while drafting and interpreting these clauses to ensure compliance with relevant laws and to protect the interests of all parties involved.