New Jersey Right of First Refusal Clause for Shareholders' Agreement

State:
Multi-State
Control #:
US-01770
Format:
Word; 
Rich Text
Instant download

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 New Jersey Right of First Refusal Clause for Shareholders' Agreement is an essential provision included in corporate agreements to protect the interests of shareholders and maintain control over ownership transfers. This clause ensures that existing shareholders have the opportunity to purchase the shares of a shareholder who wishes to sell before the shares can be sold to a third party. Under New Jersey corporate law, the right of first refusal clause can be categorized into two types: 1. Standard Right of First Refusal: This type of clause grants existing shareholders the right to match any bona fide offer made by a potential third-party buyer for the shares of a selling shareholder. If a shareholder intends to sell their shares, they must provide notice to the existing shareholders, who then have a specified period to decide whether they wish to exercise their right to purchase the shares at the offered price. If they decline, the selling shareholder can proceed with the sale to the third party. 2. Right of First Offer: This variation of the clause allows existing shareholders to have the first opportunity to purchase the shares before the selling shareholder seeks outside buyers. In this case, the selling shareholder is required to approach the existing shareholders and present them with a proposed sale price and terms. If any shareholder agrees to purchase the shares on these terms, the sale can proceed, but if all shareholders decline, the selling shareholder can then pursue other potential buyers. The purpose of these clauses is to maintain the stability and control of the company by giving shareholders the chance to maintain their ownership stake before any shares are sold to outsiders. By utilizing the New Jersey Right of First Refusal Clause, shareholders can exercise their preemptive rights, safeguard their investment, and ensure ongoing participation in key decision-making processes within the company. In summary, the New Jersey Right of First Refusal Clause for Shareholders' Agreement is an important provision that grants existing shareholders the opportunity to purchase shares before they are sold to third parties. It can be implemented in two main forms: the standard right of first refusal and the right of first offer. These clauses play a crucial role in preserving the control and stability of a company, allowing shareholders to maintain their ownership stake and secure their investment.

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FAQ

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. In real estate terms, the phrase right of first refusal operates similarly.

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.

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.

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.

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, 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.

More info

16-Oct-2017 ? Most owners do not expect to trigger the ROFR by giving their lender a lien (such as a deed of trust) on the Property even though the lien ... 09-Aug-2010 ? Rights of First Refusal and the Package Deal, 22 FORDHAM URB.right to buy the property on the same terms and conditions set forth in a.By DI Walker · Cited by 98 ? provision deters potential buyers, the right of first refusal is costly for theTREATISE ON THE LAW OF CONTRACTS § (Richard A. Lord ed., 4th ed.81 pages by DI Walker · Cited by 98 ? provision deters potential buyers, the right of first refusal is costly for theTREATISE ON THE LAW OF CONTRACTS § (Richard A. Lord ed., 4th ed. Chevron's right of first refusal apparently impeded negotiations with theThe parties agree that the law of New Jersey controls this diversity case. By JC Murray · 2012 · Cited by 8 ? case law "makes clear that if a right of first refusal is to be complete, the parties must supply the triggering term by agreement that informs the par-. By JS Aboyoun · 2016 ? The ROFR was absent from dealer franchise agree-New Jersey wherein GM decided that the buyer, who had a notorious reputation as a ?flamboy-. This Precedent right of first offer (ROFO) clause is for use in the articles of a joint venture company (JVC) with more than two shareholders. 09-Feb-2021 ? A standard first right of refusal clause will require the selling shareholder to provide notice of an offer from a third party to who wishes to ... 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 ... 03-Nov-2021 ? If a home buyer knows they like a property, but it's not currently for sale, a ROFR clause can allow them to have the first right to purchase a ...

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New Jersey Right of First Refusal Clause for Shareholders' Agreement