Mississippi Right of First Refusal Clause for Shareholders' Agreement

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Multi-State
Control #:
US-01770
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Word; 
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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.

A Mississippi Right of First Refusal Clause for a Shareholders' Agreement is a legal provision that outlines the rights and obligations of shareholders in a corporation when there is a proposed sale or transfer of shares by an existing shareholder. This clause aims to protect shareholders' interests and ensure transparency and fairness in the sale or transfer process. The primary purpose of the Right of First Refusal Clause is to provide existing shareholders with the opportunity to purchase the shares being sold or transferred before they are offered to outside parties. This gives shareholders the chance to maintain their ownership percentages and protect their investment in the company. In Mississippi, there are two types of Right of First Refusal Clauses commonly used in Shareholders' Agreements: 1. Right of First Refusal (ROAR): This type of clause grants existing shareholders the right to match the terms offered by a third-party buyer or transferee. If a shareholder intends to sell or transfer their shares, they must first notify the other shareholders, who then have the option to exercise their right to purchase the shares on the same terms. 2. Right of First Offer (ROFL): This clause provides existing shareholders with the first opportunity to make an offer on the shares being sold or transferred. However, unlike the ROAR clause, the shareholder's offer does not have to match the terms of any competing offers. Instead, the selling shareholder has the discretion to accept or reject the offer made by the existing shareholder. When drafting a Mississippi Right of First Refusal Clause, it is essential to include detailed provisions regarding the notice period for shareholders to exercise their rights, the procedure for accepting or rejecting offers, and any restrictions on the transfer of shares to non-shareholders. This clause can help maintain stability within a corporation by limiting the entry of new shareholders who may not align with the company's objectives or culture. Additionally, it ensures that existing shareholders are given a fair chance to maintain or increase their ownership stakes if they desire. Overall, a Mississippi Right of First Refusal Clause for a Shareholders' Agreement serves as a protective mechanism that safeguards the interests of shareholders and contributes to the smooth functioning and growth of the corporation.

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FAQ

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.

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.

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.

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.

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 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.

A right of first refusal, different from a right of first offer, gives the right holder the option to match an offer already received by the seller. A right of first offer is said to favor the seller, while a right of first refusal favors the buyer.

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A number of Mississippi statutes affecting real estate practice go into effectcertain land in DeSoto County, and gave Brian a right of first refusal to ...7 pagesMissing: Clause ? Must include: Clause A number of Mississippi statutes affecting real estate practice go into effectcertain land in DeSoto County, and gave Brian a right of first refusal to ... This can happen when horse buyers file away their contracts and, years later, forget the promises they made. Sometimes, these clauses are so ...A standard clause in many stockholders agreements which requires a stockholder who has received an offer to purchase all or any portion of its shares in a ... An ROFR agreement must have clear and absolute definitions. For example, ROFR depends upon specific triggers. An offer made for the property triggers the ROFR, ... Cover the cost of copying and handling. A minimum fee of $5 is charged. Records are transferred to the Mississippi Department of Archives and History upon. Right of First Refusal. This section verifies that the remaining shareholders are entitled to repurchase the shares according to the pricing structure ... 2) The right of first refusal established in this clause will not be applicable to the sale of any of the Shares of the Vitro Group by any member of the ... no leases or rights of first refusal have been granted, except as disclosed to the buyer. Most purchase and sale agreements provide for a claim ... YOU HAVE THE RIGHT TO OPT OUT OF ARBITRATION AS EXPLAINED IN THAT ARBITRATION CLAUSE. 1. Who Can Use the Services. No one under 13 is allowed to ... On April 15, 1982, Donahue entered into a Contract for Services withviolation of the contracts assignment clause and Donahues right of first refusal.

The main focus of real estate investing is in housing units and apartments, though it usually includes office buildings, shopping centers, schools and hospitals. When you are planning new home you have to pay attention to the condition of the property, its amenities and to the price you are after. Most time these are considered “fixed prices”, which mean they will be the same for every house sold. To get up and running you have to fill forms and to fill up the required paperwork. So you need a real estate agent and the right license (real estate agent registration) from the government. Before you start buying anything you must register with your local real estate body (usually your city council). Then, after buying your property, you need to start filing your forms to the relevant government bodies, this is when you start your real estate investing.

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Mississippi Right of First Refusal Clause for Shareholders' Agreement