Form with which a corporation advises that it has resolved that some shareholders shall be required to give the corporation the opportunity to purchase shares before selling them to another.
In Utah, the Corporate Right of First Refusal is a legal provision that grants a corporation the priority right to purchase certain assets or securities in the event of a proposed sale or transfer. This right is enforced through the adoption of Corporate Resolutions, which are formal decisions made by the corporation's board of directors. The Corporate Right of First Refusal ensures that the corporation has the opportunity to acquire the offered assets or securities before they are sold to an outside party. This provision serves as a protective measure for the corporation's interests, allowing it to maintain control over its ownership structure and protect its existing shareholders. There are different types of Corporate Right of First Refusal that can be included in Corporate Resolutions in Utah. These include: 1. Shareholder Agreement Right of First Refusal: In this type, the right is granted to all shareholders of the corporation, giving them the first opportunity to purchase any additional shares being offered by another shareholder. This helps maintain the existing shareholding structure and prevents dilution of ownership. 2. Option Agreement Right of First Refusal: This type grants the corporation the option to purchase certain assets or securities before they are sold to a third party. The corporation has the choice to exercise its right and match the offer made by the potential buyer, ensuring that the assets remain within the corporation's control. 3. Real Estate Right of First Refusal: This type applies specifically to real estate transactions, allowing the corporation to be notified of any proposed sale or transfer of real estate owned by the corporation. The corporation then has the first opportunity to purchase the real estate at the offered price, preventing the loss of crucial properties and ensuring strategic control over the corporation's assets. 4. Intellectual Property Right of First Refusal: In this type, the corporation is granted the right to purchase any intellectual property rights or licenses that are being transferred by the owner. This protects the corporation's ability to utilize and exploit its intellectual property assets effectively while prohibiting their sale to competitors or non-related entities. It is important for corporations in Utah to include the Corporate Right of First Refusal provision in their Corporate Resolutions to protect their assets, shareholders, and maintain control over the ownership structure. The specific type of right of first refusal included in the Corporate Resolutions depends on the nature of the corporation's assets and transactions.
