This is a "Right of First Refusal and Co-Sale Agreement." It is entered into by the corporation and the purchasers of preferred stock. It gives the company and the purchasers of preferred stock certain rights of refusal and options upon the transfer of stock.
Massachusetts Right of First Refusal and Co-Sale Agreement is a legal provision that grants certain shareholders or entities the right to purchase a property or shares of stock before they are sold to third parties. This agreement is a protective measure intended to maintain the existing ownership structure within a company or property. In Massachusetts, there are different types of Right of First Refusal and Co-Sale Agreements. The most common are as follows: 1. Corporate Right of First Refusal: This type of agreement is typically found in shareholder agreements or corporate bylaws. It grants existing shareholders the first opportunity to purchase additional shares of stock before they are offered to external parties. By exercising their right of first refusal, shareholders can maintain their proportional ownership and prevent dilution of their shares. 2. Real Estate Right of First Refusal: This agreement is commonly used in property transactions and lease agreements. It provides certain individuals, such as neighboring property owners or specific organizations, with the first option to purchase a property if the owner decides to sell. This right ensures that the property remains within a desired group or community and allows interested parties to match or exceed the proposed purchase price. 3. Co-Sale Agreement: A Co-Sale Agreement, also known as a Tag-Along Right, is often used in the context of business partnerships or joint ventures. With this provision, minority shareholders have the ability to include their shares in a transaction when a majority shareholder decides to sell their stake to a third party. The co-sale agreement ensures that minority shareholders have the opportunity to sell their shares on the same terms and conditions as the majority shareholders. It is important to note that the terms and specifics of Massachusetts Right of First Refusal and Co-Sale Agreements can vary depending on the individual circumstances and agreements between parties involved. These agreements are often customized to suit the needs and preferences of the shareholders or property owners. Seeking legal guidance and drafting a carefully tailored agreement is crucial to ensure compliance with Massachusetts laws and to protect the interests of all parties involved.
