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.