North Carolina Right of First Refusal Clause for Shareholders' Agreement

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US-01770
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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.

The North Carolina Right of First Refusal Clause for Shareholders' Agreement is a provision commonly included in agreements between shareholders of a company. This clause grants existing shareholders the right, but not the obligation, to purchase any shares that another shareholder intends to sell before these shares can be offered to a third party. It aims to maintain control and prevent the dilution of ownership within the company. Keywords: North Carolina, Right of First Refusal Clause, Shareholders' Agreement, shareholders, provision, purchase, shares, sell, control, dilution, ownership, company. There are different types of Right of First Refusal Clauses for Shareholders' Agreements in North Carolina. These variations offer different levels of protection and options to the shareholders. Some distinct types are: 1. Standard Right of First Refusal: This type of clause gives existing shareholders the first opportunity to purchase the shares being sold by a fellow shareholder. If the offer is accepted, the selling shareholder must sell their shares to the existing shareholders on the same terms agreed upon with a third-party buyer. 2. Co-Sale Right of First Refusal: This clause provides the existing shareholders with the right to participate in the sale of shares along with the selling shareholder. If any shareholder intends to sell their shares to a third party, this clause allows the other shareholders to sell a proportionate percentage of their shares as well, preventing a single shareholder from selling a significant portion of the company. 3. Last Look Right of First Refusal: This variant grants existing shareholders the right to review the terms of any third-party offer made for the shares being sold. After review, the shareholders can exercise their right to match the offer or pass it on to the selling shareholder who can proceed with the sale. 4. Right of First Offer: This clause allows existing shareholders to be notified whenever a shareholder decides to sell their shares. If interested, the shareholders have the right to make an offer to purchase the shares at a negotiated price before the selling shareholder can explore other offers. By including these types of clauses in a shareholders' agreement, North Carolina-based companies can ensure transparency, protect their ownership structure, and provide existing shareholders with the necessary safeguards to maintain control and maximize their investment.

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FAQ

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.

The United States District Court for the District of Columbia restated the fundamental principle that in order for a right of first refusal to be enforceable, it must be in writing under the Statute of Frauds.

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.

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 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.

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.

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 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.

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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 ... By JF Mitchell · 2001 · Cited by 29 ? While the law generally favors the assignability of contractual rights," contracts that are deemed "personal" cannot be assigned or devised.3 In the context of ...Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, ... 09-Aug-2010 ? 1, at 461 n.4 (?A majority of cases addressing contracts containing a right of first refusal concern real property.?). 17 See, e.g., A.G.E., ... By JS Aboyoun · 2016 ? The ROFR was absent from dealer franchise agree-(1) the ownership transfer agreement(s) executed by Dealer (or Dealer Owner(s)) and the pro-. Introduced to the 2016 legislature in Hawaii, South Carolina and West. Virginia. Partition by sale - ROFR or buy-out right granted to tenants in common if a co-. 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 ... Optionor and Optionee shall record this Agreement or a Memorandum sufficient to comply with North Carolina General Statute §47-119. 3.6 Subdivision of Property. 10-Jan-2017 ? This can happen when horse buyers file away their contracts and, years later, forget the promises they made. Sometimes, these clauses are so ... 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 ...

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North Carolina Right of First Refusal Clause for Shareholders' Agreement