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.
New York Right of First Refusal and Co-Sale Agreement
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How to fill out Right Of First Refusal And Co-Sale Agreement?
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FAQ
Right holders are usually either tenants or investors as the intention of the right is to minimize property or business disruption. 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.
ROFR: Right must be exercised as to all 100% of the Refusal Space that is the subject of the offer. ROFO: Landlord not required to provide Advice if Tenant is: in default, has sublet or assigned, is not occupying Premises or if Offering Space will not be used for exclusive use of Tenant.
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.
An alternative to the ROFR is the right of first negotiation, also known as the right of first offer. This is more limited in that the holder of the right is not given the opportunity to accept the transaction on the same terms, but is simply given the right to make his own offer.
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.
Tag-along rights also referred to as "co-sale rights," are contractual obligations used to protect a minority shareholder, usually in a venture capital deal. If a majority shareholder sells his stake, it gives the minority shareholder the right to join the transaction and sell their minority stake in the company.
The main difference between the two documents is that they are triggered by a different event. With a ROFR, the owner of the asset is not prohibited from negotiating the sale of the assets. A ROFO, on the contrary, requires the owner to negotiate the sale with the holder before offering the property for purchase.
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.
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.
A ROFR is considered to favour those shareholders who intend to stay long-term (likely buyers); while a ROFO is seen to favour likely sellers. In a ROFR mechanism, the selling shareholder has to solicit an offer from a third party before offering its shares to the non-selling shareholders.