Get the free Right of First Refusal and Co-Sale Agreement

This document serves as a framework for attorneys to draft agreements concerning investors' rights of first refusal and co-sale in venture capital transactions, detailing various provisions and options

How to fill out right of first refusal

How to fill out Right of First Refusal and Co-Sale Agreement

1. Begin with the title: Clearly label the document as 'Right of First Refusal and Co-Sale Agreement.'
2. Identify the parties involved: Include names and addresses of all parties entering the agreement.
3. Define the purpose: Clearly articulate the reason for the agreement and what it covers.
4. Outline the terms of the Right of First Refusal: Specify the conditions under which the right arises, including how and when notices should be given.
5. Describe the Co-Sale rights: Detail the rights of parties to sell shares under the same conditions offered to another party.
6. Include any restrictions: Specify any restrictions on transfer and any required approvals.
7. State any exceptions: Clearly outline any scenarios or conditions where the agreement does not apply.
8. Define the term of the agreement: Indicate how long the agreement will remain in effect.
9. Include dispute resolution procedures: Specify how disputes related to the agreement will be handled.
10. Signatures: Provide space for all parties to sign and date the agreement to make it legally binding.

Who needs Right of First Refusal and Co-Sale Agreement?

1. Investors who want to control the sale of shares in a business.
2. Founders seeking to protect their ownership interests in a company.
3. Companies looking to establish clear terms for share transfers among shareholders.
4. New shareholders who want to ensure their rights in share transactions.

People Also Ask about

What is the difference between ROFR and rofo shares?

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.

What is the right of first refusal and co-sale agreement?

While right of first refusal (ROFR) gives existing stakeholders priority in acquiring shares before they're offered to outside parties, a co-sale agreement allows shareholders to tag along and also sell their shares when a major shareholder (or a group of shareholders holding the majority of shares) decides to sell

What is a buy sell agreement that includes a right of first refusal?

In short, a right of first refusal in a real estate contract grants holders, like tenants or family members, the right to buy a property before the seller can negotiate with other interested parties.

Is right of first refusal a good idea?

The right of first refusal also has drawbacks buyers should be aware of: It doesn't guarantee you'll be able to buy the property. Sellers aren't obligated to sell their property to anyone. It may be unfavorable if you agree to a purchase price and the value drops.

What is the right of first refusal in English law?

A right of first refusal clause for inclusion in a commercial contract. The clause requires the grantor of the right to offer contract terms to the grantee before it can conclude a contract on the same terms with a third party.

What is a co sale agreement?

A co-sell agreement is a formal partnership arrangement between two or more companies to collaboratively sell complementary products or services to shared or overlapping customer bases.

What is the right of first refusal agreement?

Right of first refusal (ROFR or RFR) is a contractual right that gives its holder the option to enter a business transaction with the owner of something, according to specified terms, before the owner is entitled to enter into that transaction with a third party.

What is a right of first refusal and co-sale agreement?

While right of first refusal (ROFR) gives existing stakeholders priority in acquiring shares before they're offered to outside parties, a co-sale agreement allows shareholders to tag along and also sell their shares when a major shareholder (or a group of shareholders holding the majority of shares) decides to sell

For pdfFiller’s FAQs

What is Right of First Refusal and Co-Sale Agreement?

A Right of First Refusal and Co-Sale Agreement is a legal arrangement that gives certain parties the first opportunity to purchase shares or securities being sold by a shareholder before they can be sold to third parties. It also typically allows other existing shareholders to join in the sale (co-sale) under the same terms.

Who is required to file Right of First Refusal and Co-Sale Agreement?

Typically, companies and investors involved in equity financing and share distribution are required to file a Right of First Refusal and Co-Sale Agreement. This includes shareholders, investors, and sometimes the company itself, depending on the terms negotiated in the agreement.

How to fill out Right of First Refusal and Co-Sale Agreement?

To fill out a Right of First Refusal and Co-Sale Agreement, parties should include the names of the involved parties, the description of securities subject to the agreement, the notice procedures for intent to sell, and the terms under which the right of first refusal may be exercised. It's advisable to consult legal counsel to ensure compliance and accuracy.

What is the purpose of Right of First Refusal and Co-Sale Agreement?

The purpose of a Right of First Refusal and Co-Sale Agreement is to protect existing shareholders' interests by giving them the chance to maintain their proportional ownership in a company. This agreement prevents unwanted third parties from gaining influence or control in the company by purchasing shares without the consent of current shareholders.

What information must be reported on Right of First Refusal and Co-Sale Agreement?

The Right of First Refusal and Co-Sale Agreement must report information such as the identities of selling shareholders, the details of the offer including price and terms, the procedure for exercising the right of first refusal, and the timeline for notices and responses. It should also include conditions under which co-sale rights can be exercised.