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Connecticut Clauses Relating to Transfers of Venture interests - including Rights of First Refusal

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This form contains sample contract clauses related to Transfers of Venture Interests (Including Rights of First Refusal). Adapt to fit your circumstances. Available in Word format.

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.

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FAQ

Before the seller goes under contract to sell the property to someone else they must make the offer to the ROFR holder. The ROFR holder then has to agree to the same terms as the offer and if they do not respond within X days of their receipt of the offer they are deemed to have waived their ROFR.

A right of first refusal clause for inclusion in a commercial contract. The clause requires the grantor of the right to offer contract terms to the grantee before it can conclude a contract on the same terms with a third party.

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.

Landlord hereby grants Tenant the on-going option to lease, upon the terms and conditions hereinafter set forth, any then vacant space adjacent to the Premises (the ?First Refusal Space?) during the First Refusal Period (as hereinafter defined).

A right of first refusal is a fairly common clause in some business contracts that essentially gives a party the first crack at making an offer in a particular transaction.

The right of first refusal (Section 2.1) provides that where a shareholder proposes to transfer shares of the Company, the Company shall have a right of first refusal to purchase all or any portion of such shares that such shareholder may propose to transfer at the same price and on the same terms and conditions as ...

A right of first refusal is a contractual right giving its holder the option to transact with the other contracting party before others can. The ROFR assures the holder that they will not lose their rights to an asset if others express interest.

What is right of first refusal? Right of pre-emption gives shareholders the right to buy shares from another shareholder on the same terms as agreed with an external party before the external party may buy them. In other words, ROFR is the right to buy existing shares before outsiders can.

More info

(i) A transfer of any ROFR Property to a governmental or quasi-governmental agency (collectively, the “Agency”) as part of a tax reduction or tax abatement ... (28) A statement disclosing any right of first refusal or other restraint on the transfer of all or a portion of a time share interest;. (29) A statement ...Aug 24, 2016 — the Investment interests in CHIC, including all transferable rights relating ... including any interest in a Joint Venture, except in the ordinary. ... first having complied with all of the provisions of this Section 2. (a) ... First Refusal and First Offer Agreement as of the date first written above. Jul 13, 2016 — offer to purchase the leased property or a joint venture interest, the holder of the ROFR must first be given the right to purchase the ... by DI Walker · 1999 · Cited by 103 — As typically employed, the contract provision known as the right of first refusal provides the grantee with a contingent option to purchase an asset if the ... by EM Ross · Cited by 13 — A Florida court, however, refused to enforce such a provision in a stock cooperative, basing its decision on the grounds of non-compliance with the procedural ... If options to purchase have been exercised by the Company and the Investors pursuant to Sections 2.1(b) and (c) with respect to some but not all of the Transfer ... Right of first refusal is a contractual right to enter into a business transaction with a person or company before anyone else can. ... Transfer may not sell any Transfer Stock unless they first comply in full with each provision of this Section 2. The exercise or election not to exercise any ...

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Connecticut Clauses Relating to Transfers of Venture interests - including Rights of First Refusal