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Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder

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Multi-State
Control #:
US-01518BG
Format:
Word; 
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Description

In the sale of a business through a stock transfer, care should be taken to determine the actual ownership of the stock to be sold. Everyone having an interest in it should be made a party to the agreement. A buyer acquiring a business through a stock acquisition takes the business subject to both the known and unknown liabilities of the seller. Accordingly, the buyer should seek protection through the inclusion of detailed seller's warranties as to the corporation's financial condition.

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  • Preview Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder
  • Preview Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder
  • Preview Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder
  • Preview Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder
  • Preview Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder
  • Preview Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder
  • Preview Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder

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FAQ

Co-sale rights give investors the right to join in a transaction when the founders sell their stock to a third-party. Co-sale rights, also called tag-along rights, allow investors to sell their shares on the same terms as the founders.

It is also known as last look provision. A ROFR furnishes non-disposing investors with the privilege to acknowledge or reject a proposal by a selling investor after the selling investor has called for an offer for their shares from an outsider purchaser.

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 agreement allows a buyer and seller to enter into an arrangement by which the potential buyer is given the first crack at a property when it goes up for sale.

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.

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.

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.

What is it? A first right of refusal is used to describe an option given to the tenant to purchase the freehold in priority to anyone else.An alternative clause could be along the lines that the tenant has the option to purchase at a price to be determined by a registered valuer.

The right of first refusal and co-sale (ROFR/Co-sale) work together to prevent a founder or major common shareholder for selling shares without the company and the investors being allowed to purchase the shares or participate in the sale of the shares.

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Right of First Refusal to Purchase All Shares of Corporation from Sole Shareholder