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.
Nevada Right of First Refusal and Co-Sale Agreement
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US-TC0211A
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FAQ
Right of first refusal in real estate is a clause that gives a potential buyer the first opportunity to purchase a piece of property. It's common with, but not limited to, renters looking to buy from their landlords and families prepping for estate inheritances.
Right of first refusal and co-sale agreement or ROFR for short, involves an agreement or clause that mandates a party provides notice before a transaction. Additionally, this agreement requires that an option is provided for the other party to refuse this transaction.
A key holder is a designation given to certain shareholders (typically founders who hold common shares) in the agreements between the founders and investors. Under those agreements, certain provisions may apply specifically to Key Holders.
Simply put: A ROFR provides the non-selling shareholders with a right to either accept or refuse an offer from a selling shareholder after the selling shareholder has received a third party offer for its shares.
A right of first refusal?often abbreviated as ?ROFR? (pronounced ?roafer?)?gives the holder of the right ?first dibs? on any potential share sale. Also known as a ?last look? provision, ROFRs are a common feature in venture financings.
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 in a particular transaction.
Is the right of first refusal a good idea? The right of first refusal can be a good idea in that it allows a potential buyer to have first dibs on a property, providing a sense of security and control. Sellers don't have to worry about listing the property and can save it for preferred buyers.
?Right of First Refusal? means the right, but not an obligation, of the Company, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock with respect to a Proposed Key Holder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.