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.
Nebraska Right of First Refusal and Co-Sale Agreement: A Comprehensive Overview In the state of Nebraska, the Right of First Refusal and Co-Sale Agreement is a legal document that aims to protect the interests of existing shareholders or partners in a business entity. This agreement provides certain rights to these individuals when it comes to selling their shares or interest in the company. The Right of First Refusal (ROAR) is a provision that grants existing shareholders the first opportunity to purchase any shares or interest being offered for sale by another shareholder. Essentially, if a shareholder decides to sell their stake, they must first offer it to the existing shareholders before considering any outside offers. This clause guarantees that the current shareholders have the option to maintain their proportional ownership in the company and prevents dilution of their holdings without their knowledge or consent. When it comes to Co-Sale Agreement, it works in conjunction with the ROAR provision to ensure existing shareholders have the ability to sell their shares on the same terms and conditions as the selling shareholder. In simpler terms, a co-sale agreement allows the other existing shareholders to participate in the sale and sell their shares proportionately if they choose to do so. This helps to maintain the balance of ownership within the company and prevents any individual shareholders from having an unfair advantage over others. There can be different types of Nebraska Right of First Refusal and Co-Sale Agreements, depending on the specific requirements and circumstances of the business entity: 1. Simple ROAR and Co-Sale Agreement: This type of agreement establishes the basic rights for existing shareholders without involving any complex conditions or restrictions. It ensures that the current shareholders have the opportunity to maintain their ownership. 2. Enhanced ROAR and Co-Sale Agreement: In certain cases, shareholders may want to include additional provisions to further protect their interests. These provisions could involve setting specific conditions for the sale, such as price adjustments, time limitations, or other prerequisites to exercise the rights provided. 3. Hybrid ROAR and Co-Sale Agreement: Sometimes, businesses might incorporate a combination of both ROAR and Co-Sale provisions, which offer even greater protection to existing shareholders. This type of agreement allows shareholders the choice to exercise the ROAR or participate in the co-sale offering. Nebraska Right of First Refusal and Co-Sale Agreements are not only crucial for safeguarding the current shareholders' interests, but they also provide transparency and help maintain a balanced ownership structure within the company. These agreements establish fair practices for selling shares and ensure that all shareholders have an equal opportunity to participate in any future sales. It is important for businesses in Nebraska to carefully draft these agreements with the guidance of legal professionals to ensure their effectiveness and compliance with applicable laws and regulations.
