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.
The Wisconsin Right of First Refusal and Co-Sale Agreement is a legal document that governs certain rights and obligations related to the sale of ownership interests in a company or property located within the state of Wisconsin. This agreement is commonly used in business transactions, particularly with closely held companies or real estate ventures. In essence, the Right of First Refusal (ROAR) provision grants an existing owner of a company or property the first opportunity to purchase a portion or all of another owner's ownership interest before it can be sold to a third party. This provision aims to protect the existing owner's investment and maintain the ownership structure of the company or property. Under a Wisconsin ROAR agreement, if an owner intends to sell their ownership interest to a third party, they must first notify the existing owner(s) of their intent and provide them with an opportunity to purchase the interest on the same terms and conditions offered by the third party. The existing owner(s) then have the right to accept or reject the offer within a specified timeframe, usually outlined in the agreement. If the existing owner(s) accept the offer, the sale proceeds as if it were a transaction between the existing and outgoing owner(s). However, if the offer is rejected or not accepted within the given period, the outgoing owner(s) is free to sell their interest to the third party. The Co-Sale Agreement, on the other hand, serves to provide additional protection to the existing owners by allowing them to sell their ownership interest along with the outgoing owner(s) if the Right of First Refusal is exercised. In this scenario, the existing owner(s) can elect to sell their proportional ownership interest to the third party, alongside the outgoing owner(s), at the same terms and conditions. The purpose of the Co-Sale provision is to prevent dilution of ownership and ensure that existing owners can maintain their proportional stake in the company or property when a sale occurs. While there might not be different types of Wisconsin Right of First Refusal and Co-Sale Agreement specifically, the terms and conditions of these agreements can vary based on the specific needs and preferences of the parties involved. It is essential to draft these agreements with the assistance of legal counsel to ensure that they address all relevant aspects and provide adequate protection for all parties involved.
