Indiana Right of First Refusal Clause for Shareholders' Agreement

State:
Multi-State
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 Right of First Refusal Clause for Shareholders' Agreement in Indiana is a significant provision that aims to protect shareholders' rights and maintain stability within a corporation. This clause grants existing shareholders certain advantages when new shares are being issued or an existing shareholder intends to sell their shares. The primary purpose of the Right of First Refusal Clause is to provide existing shareholders with the opportunity to purchase additional shares or the shares of a fellow shareholder before they are offered to external parties. This clause essentially gives the existing shareholders the right to match the price and conditions proposed by an outside party who wishes to purchase shares from a selling shareholder. In Indiana, there are different types of Right of First Refusal Clauses that can be incorporated into a Shareholders' Agreement: 1. Standard Right of First Refusal: Under this type of clause, when a shareholder decides to sell their shares, they must first offer them to existing shareholders who have the right to buy the shares at the same price and under the same terms as the proposed external purchaser. 2. Hybrid Right of First Refusal: This type of clause combines the Right of First Refusal with a provision allowing existing shareholders to jointly purchase the shares. This way, if no individual shareholder wants to exercise their right, a group of shareholders can pool their resources to acquire the shares. 3. Right of First Offer: Instead of imposing a restriction on the selling shareholder, this type of clause obliges the selling shareholder to inform the existing shareholders of their intention to sell before seeking external buyers. This gives the existing shareholders an opportunity to prepare and potentially make an offer for the shares, albeit without the right to match an external offer. The Indiana Right of First Refusal Clause for Shareholders' Agreement is crucial in safeguarding the interests of existing shareholders and maintaining control over the ownership structure of the corporation. By providing them with the first opportunity to purchase shares, it ensures that changes in ownership are carried out with the knowledge and consent of the existing shareholders. This clause promotes stability, unity, and the overall well-being of the corporation by preventing unwanted external interests from gaining control without the shareholders' consent.

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FAQ

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.

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 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.

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.

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.

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.

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.

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.

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.

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The person shall file a copy of the results of the title search with the court.the remaining property owners in proportion to their ownership interest. (1) Right of First Refusal. Amy shall have the right of first refusal and may purchase Brett's share of the Property for its fair market value (see Clause 4).A clause where rules can be set up about the assignment of ownership in the entity. For example, most Companies will require members to offer ... Thus, 600,000 shares of Homac common stock would be issued upon DSA's conversion of theD. The Investment Agreement and Homac's Right of First Refusal. Can provide for the distribution of profits through dividends and restrict the transfer of shares. Optional shotgun and buyout clauses. Complete the short ... This provision favours shareholders with strong finances and abilities to run the company alone. A right of first refusal: When a shareholder wants to sell ... Right of First Refusal. This section verifies that the remaining shareholders are entitled to repurchase the shares according to the pricing structure ... Notwithstanding the right of research organizations to accept supplementalunder a funding agreement as defined in the first sentence of this paragraph. 13-Mar-2022 ? A clause where rules can be set up about the assignment of ownership in the entity. For example, most Companies will require members to offer ... By AN Alsaleh · 2019 ? Accepted by the faculty, Indiana University Maurer School of Law,First, it starts with defining the terms ?minority shareholder? and ? ...

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Indiana Right of First Refusal Clause for Shareholders' Agreement