The Florida Right of First Refusal Clause for Shareholders' Agreement is a crucial provision that governs the transfer of shares within a corporation. It ensures that existing shareholders are given the opportunity to purchase any shares being sold by another shareholder before they are offered to external parties. This clause aims to maintain the stability and control of the corporation by permitting existing shareholders to maintain their proportionate ownership. There are several types of Florida Right of First Refusal Clauses for Shareholders' Agreements, including: 1. Standard Right of First Refusal: This clause grants existing shareholders the first opportunity to purchase any shares being sold by another shareholder. If a shareholder intends to sell their shares, they must first offer them to the remaining shareholders at a price and on terms equal to those offered by a third-party buyer. If the remaining shareholders decline to purchase the shares within a specified timeframe, the selling shareholder is then free to sell them externally. 2. Co-Sale Right or Tag-Along Right: This clause applies when a third-party buyer intends to purchase a substantial portion of shares from a shareholder. It grants the remaining shareholders the right to "tag along" with the selling shareholder and sell their shares on the same terms and conditions as the selling shareholder. This provision ensures that all shareholders have equal opportunities to exit the corporation if a major stake is being sold. 3. First Offer Right: Under this clause, a shareholder looking to sell their shares must first offer them to the remaining shareholders at a specified price and on pre-determined terms before considering external buyers. The remaining shareholders have the option to accept the offer within a given timeframe. If the offer is declined, the selling shareholder can then sell their shares to third-party buyers. 4. Last Refusal Right: This provision allows a shareholder to negotiate a sale with a third-party buyer and only offer the existing shareholders a right to match the terms of the proposed sale. If the existing shareholders choose to match the terms, they can purchase the shares, preventing the selling shareholder from selling them externally. 5. Right of First Negotiation: This clause provides existing shareholders the exclusive right to negotiate the purchase of shares being sold by another shareholder before any negotiations with third-party buyers are initiated. If the existing shareholders fail to reach an agreement within the negotiation period, the selling shareholder can proceed with external buyers. It is essential to consult legal professionals and tailor the Right of First Refusal Clause to the specific needs and circumstances of the corporation and its shareholders in Florida.
Florida Right of First Refusal Clause for Shareholders' Agreement
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Right of first refusal (ROFR), also known as first right of refusal, is a contractual right to enter into a business transaction with a person or company before anyone else can. If the party with this right declines to enter into a transaction, the obligor is free to entertain other offers.
When you have a first right of refusal the seller must contact you and let you potentially move forward with a purchase before an offer can be accepted from another party. The first right of refusal can be put together either before a home is listed for sale or during the time it is on the market.
The right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. Before the property owner accepts this offer, the property holder (the person with the right of first refusal) must be allowed to buy or lease the asset under the same terms offered by the third party.
Rights of first refusal clauses are similar to options contracts as the holder has the right, but not the obligation, to enter into a transaction that generally involves an asset. The person with this right has the opportunity to establish a contract or an agreement on an asset before others can.
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 on a particular transaction.
A "right of first refusal" is a contractual right on the part of a potential buyer to purchase real property within a specified period of time after another potential purchaser submits a purchase offer.
Shareholder Agreements in Florida Voting Agreement Plus, F.S. §607.0731 (2) provides that a voting agreement created under this section is specifically enforceable. For instance, it is possible to draft a voting shareholder agreement that permits the dissolution of a corporation after ten years.
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 on a particular transaction. In real estate terms, the phrase right of first refusal operates similarly.
The right of first refusal is usually triggered when a third party offers to buy or lease the property owner's asset. Before the property owner accepts this offer, the property holder (the person with the right of first refusal) must be allowed to buy or lease the asset under the same terms offered by the third party.
When some of the shareholders wish to sell their share, a clause in the shareholder's agreement should state that the shareholders who wish to sell their shares have to show the right to match an offer received from a third party. This is known as the right of first refusal.
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