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.
Maine Right of First Refusal and Co-Sale Agreement is a legal document that grants certain rights and obligations to specified parties involved in a business transaction or in the transfer of shares or assets of a company. This agreement is designed to protect the interests of shareholders or business partners, particularly in situations where one party intends to sell their shares or assets to a third party. The Right of First Refusal (ROAR) provision within the agreement provides an existing shareholder or business partner with the first opportunity to purchase the shares or assets being offered for sale before they are made available to external parties. Essentially, this provision ensures that the existing shareholder has the right to match the terms and conditions offered by any potential external buyer. By having this right, shareholders or business partners are given the chance to maintain their ownership interest in the company and prevent any undesired transfer of ownership. Additionally, the Maine Right of First Refusal and Co-Sale Agreement often includes a Co-Sale provision. This provision grants additional protection to shareholders or business partners by allowing them to participate in the sale alongside the selling party. If the selling party has obtained a bona fide offer from a third party to purchase their shares or assets, the Co-Sale provision enables the remaining shareholders or business partners to join the sale and offer their shares or assets on the same terms and conditions. Through this provision, parties are able to maintain proportional ownership and prevent dilution of their holdings. It is important to note that variations of the Maine Right of First Refusal and Co-Sale Agreement may exist depending on the specific requirements and preferences of the parties involved. These may include different timelines for response and exercise of rights, specific notice provisions, and pricing mechanisms. It is essential for all parties to seek legal advice or consult an experienced attorney to ensure that the agreement accurately reflects their intentions and protects their interests effectively. In summary, the Maine Right of First Refusal and Co-Sale Agreement is a vital legal instrument designed to safeguard shareholders or business partners' interests by granting them the first opportunity to purchase shares or assets being offered for sale. The agreement also includes a Co-Sale provision allowing shareholders to join the sale on the same terms. It is crucial to understand that specific variations of this agreement may exist, and seeking professional guidance is highly advisable for its successful implementation.
