Virgin Islands Right of First Refusal and Co-Sale Agreement

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Multi-State
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US-TC0211A
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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.

Virgin Islands Right of First Refusal and Co-Sale Agreement is a legal provision that is often included in contracts, particularly in the context of real estate transactions and business acquisitions. It aims to provide certain rights and protections to existing shareholders or neighboring parties in case the ownership or control of a property or company changes hands. The Right of First Refusal (ROAR) component of the agreement grants specific individuals or entities the first opportunity to purchase a property or shares of a company before they are offered to third parties. This means that if the owner of the property or shares intends to sell them, they must first inform the parties with the ROAR in place and provide them with an opportunity to purchase on the same terms as offered by the potential third-party buyer. This provision ensures that the existing shareholders or neighboring property owners can maintain their ownership interests or expand their share before an external party steps in. In the case of the Virgin Islands, the specific regulations and requirements regarding Right of First Refusal and Co-Sale Agreements may be governed by local laws and the provisions stated in the contract itself. It is important to consult legal experts or familiarize oneself with the Virgin Islands' jurisdiction-specific rules and regulations to ensure compliance and clarity. There might be different types or variations of Virgin Islands Right of First Refusal and Co-Sale Agreement, including: 1. Real Estate ROAR: This type of agreement is commonly used in property transactions, allowing neighboring property owners to have the first opportunity to purchase a property that is being sold by a neighboring owner or developer. 2. Shareholder ROAR: This variation is relevant in the context of company ownership and shares. Existing shareholders may be granted the right to purchase additional shares before they are offered to potential investors or third parties. 3. Co-Sale Agreement: In addition to the ROAR, a Co-Sale Agreement can be included to provide further protection and rights. This agreement allows the existing shareholders or parties with ROAR to sell their shares together with the third-party buyer, typically on the same terms and conditions. This provision ensures that the interested parties don't miss out on an opportunity to sell their shares when the majority owner or controlling party decides to sell. In conclusion, Virgin Islands Right of First Refusal and Co-Sale Agreement is a legal provision that grants specific individuals or entities the first opportunity to purchase a property or shares in a company before they are offered to third parties. It aims to provide protection and ensure fairness in ownership transfers. Potential variations may include Real Estate ROAR, Shareholder ROAR, and the inclusion of a Co-Sale Agreement.

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FAQ

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.

In a case of first impression in California, the California Court of Appeal in Smyth v. Berman held that in the absence of specific language to the contrary, a right of first refusal (ROFR) contained in a written lease expires when the tenant becomes a ?holdover? tenant.

In some cases, a right of first refusal may give the holder the right to purchase the property at a specified ?bargain? price. Such provisions may be held unenforceable, especially if it is apparent that the specified price is significantly less than fair market value.

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.

Cancellation of a right of first refusal is called extinguishment. This can happen for two reasons: The right may be declined (the holder passes on the option to purchase) The holder may fail to exercise the right in the allotted time period.

Some agreements only let the holder make an offer at the end of the term, while people can use others anytime. ROFRs usually last one or two years since longer terms are riskier.

A generic right of last refusal (ROLR) provision that gives the holder an unqualified right to match any third-party offer received by the grantor during an agreed matching rights period.

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.

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Each party agrees to cooperate affirmatively with the other parties, to the extent reasonably requested by another party, to enforce rights and obligations ... Sep 6, 2011 — NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable ...Step 7. Complete, change and print or signal the Virgin Islands Right of First Refusal Clause for Shareholders' Agreement. Each authorized file design you buy ... Mar 19, 2020 — A right of first refusal is an agreement between the owner of a property or another asset type and the holder. ROFR agreements can be made in ... (viii) The Transferor shall have the right to terminate or withdraw any Transfer Notice and any intent to transfer Offered Shares at any time, whether or not ... Jul 28, 2010 — A. The Ordinary Shareholders currently own Ordinary Shares (as hereinafter defined) issued by the Company. B. The Company has previously issued ... They are based on the initial term sheet: The stock purchase agreement. Investor rights agreement. Certificate of incorporation. Right of First Refusal (ROFR) & ... Right of first refusal or ROFR is a contractual benefit that gives top priority of engagement to the right holder stakeholder in a transaction. If such Right Holder accepts the Co-Sale Offer, completion of the sale and purchase of the Offered AIH Shares shall be conditional on the concurrent completion ... A. Pursuant to an Amended and Restated Right of First Refusal and Co-sale Agreement dated October 24, 2011 by and among the Company, the Founders' BVI Holding ...

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Virgin Islands Right of First Refusal and Co-Sale Agreement