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Form #1563Option to corporation to purchase stock from stockholder
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Option to corporation to purchase stock from stockholder
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Option to corporation to
purchase stock from stockholder.
This Right of First Refusal Agreement (this
"Agreement") is entered into on _________[date], between Y
Corp., a _________[state] corporation ("Y Corp."), and Z,
L.P., a _________[state] limited partnership ("ZLP").
1. ZLP is the owner of _________[number] shares
of Y Corp. common stock (the "Subject Shares") which are evidenced by
Certificate No. _________, a copy of which is attached to this Agreement as
Exhibit "A".
2. Y Corp. presently contemplates the sale of its
interests in A Co., a Delaware corporation ("A Co.") and B Co., a
Delaware corporation ("B Co."), to C Co., a Delaware corporation
("C Co."). A Co. and B Co. are the Managing General Partner and
Special General Partner, respectively, of ZLP.
3. To induce Y Co. to sell its interests in ZLP's General
Partners as noted above, ZLP now desires to grant Y Co. a preferential purchase
right (the "Right of First Refusal") as to the Subject Shares.
AGREEMENT
Now, Therefore, in consideration of the premises and
of the mutual covenants contained in this Agreement, the parties agree as
follows:
1. Restrictions on Transfer and Issuance. ZLP shall
not sell, assign, transfer, give, devote, pledge, deposit, deviate, bequeath,
devise or otherwise encumber or dispose of in any way or manner, any of the
Subject Shares except as expressly provided within this Agreement.
2. Limited Right of ZLP to Sell the Subject Shares.
(a). Receipt of Bona Fide Offer. If ZLP at any time
shall receive a bona fide monetary offer in writing from an unrelated third
party (the "Offer") for the purchase of any or all of the Subject
Shares, setting forth the proposed price per share and any other terms upon
which the purchase is to be made (including the name and address of the prospective
purchaser), ZLP, if it wishes to accept the Offer, shall (i) transmit a copy of
the Offer to the Secretary of Y Corp. within seven days of its receipt of the
Offer; and (ii) offer in writing to sell the number of Subject Shares to which
the Offer pertains to Y Corp. on the terms and conditions set forth within the
Offer.
(b). Option of Y Corp. Y Corp. shall have 30 days
following its receipt of the notice from ZLP specified in Section 2(a)(i) above
(the "Notice Date") to notify ZLP in writing of its election to exercise
its option to purchase all of the Subject Shares to which the Offer pertains on
the same terms and conditions set forth within the Offer. If Y Corp. does not
notify ZLP of its election to exercise its Right of First Refusal prior to the
expiration of 30 days from the Notice Date, ZLP shall have the right, subject
to Section 4 of this Agreement, to sell the Subject Shares to which the Offer
pertains on the terms and conditions set forth in the Offer. The Right of First
Refusal granted to Y Corp. by this Section 2(b) shall not obligate Y Corp. to
purchase any or all of the Subject Shares to which any Offer relates.
(c). Closing Under Right of First Refusal. If Y Corp.
shall have issued written notice to ZLP of its election to exercise its Right
of First Refusal in accordance with Section 2(b) of this Agreement, the closing
of the purchase of the Subject Shares to which the Offer relates shall take
place in ZLP's offices at _________[address], no later than 120 days
from the Notice Date (the "Closing Date"). If the Closing Date shall
not have occurred within that 120 day period, the election of Y Corp. to
exercise its Right of First Refusal shall be rendered void and of no further
force or effect and ZLP shall have the right to accept the Offer as previously
related to Y Corp.
(d). Payment
of Purchase Price: Delivery of Share Certificates. The purchase price payable
shall be in the form and amount specified within the Offer. All payments by Y
Corp. of monies are to be made in the legal tender of the United States in
immediately available funds unless the Offer expressly provides otherwise.
Payment of the applicable purchase price shall be paid
against delivery of the Subject Shares to Y Corp. At the Closing, ZLP shall
deliver to Y Corp. such stock powers or certificates, endorsed in blank,
evidencing the Subject Shares purchased under the Right of First Refusal as
counsel for Y Corp. shall reasonably deem necessary to evidence the transfer of
the Subject Shares to Y Corp.
3. Insolvency or Legal Proceedings. If any of the
following events shall occur with respect to ZLP: (a) the filing by or against
ZLP of a petition in bankruptcy; (b) the making by ZLP of an assignment for the
benefit of creditors; (c) the appointment of a receiver of ZLP's property; or
(d) the receipt by Y Corp. of notice of a public, private or judicial sale of
all or any part of the Subject Shares, then upon the occurrence of any one of
the above-described events, Y Corp. shall have the option, but not the
obligation, subject to compliance with applicable law, to exercise its Right of
First Refusal under the provisions of Section 2 of this Agreement as to either
all of the Subject Shares held by ZLP or as to any Subject Shares as to which
the occurrences set forth within Section 3(a) through (d) above specifically
relate. The terms, conditions and purchase price of any purchase of the Subject
Shares by Y Corp. under this Section 3 shall be those offered by any third
party or creditor, or if the Subject Shares are not offered for sale and/or if
no Offer is received, then at a purchase price equal to the "Market
Value".
For purposes of this Agreement, "Market
Value" shall mean the purchase price per share of the Subject Shares as is
agreed upon by the parties to this Agreement, or if they cannot agree on a
price, the closing price per share of the common stock of Y Corp. on the
_________ Stock Exchange as of the last business day preceding the occurrence
of an event set forth in Section 3(a) through (d) above.
4. Void Transfers. If any Subject Shares are
transferred, sold or otherwise disposed of in a manner which is not in full
accordance with the terms of this Agreement, the Securities Act of 1933 and any
applicable state securities laws, such sale, transfer or disposition shall be
void.
5. Miscellaneous Provisions.
(a). After Acquired Shares. All of the provisions of
this Agreement shall apply to all of the Y Corp. common stock now owned or
subsequently issued or transferred to ZLP as a consequence of any additional
issuance, purchase, exchange or reclassification of the Subject Shares,
corporate reorganization, merger, stock split, or stock dividend, or which are
acquired by ZLP in any other manner.
(b). Legend. The certificate(s) representing the
Subject Shares at any time shall bear a conspicuous legend in such form as Y
Corp. may determine, stating (among other things) that the Subject Shares are
subject to this Agreement and the restrictions contained in this Agreement.
(c). Specific Performance. Because the Subject Shares
constitute a major block of the stock of Y Corp., irreparable damage would
result if this Agreement is not specifically enforced. As such, in view of the
inadequacy of money damages, if ZLP or other persons shall fail to comply with
the provisions of this Agreement, Y Corp. shall be entitled to injunctive
relief in the case of the violation, or attempted or threatened violation, by
ZLP or other persons of any of the provisions of this Agreement, or to a decree
compelling specific performance by ZLP or other persons of any of such
provisions, or of any other remedy legally allowed to them.
(d). Notices. All notices, offers, requests, consents,
and communications required or permitted to be given or made under this
Agreement shall be in writing and shall be deemed to have been duly given or
made when received.
If to Y
Corp.: _________[Address of Y Corp.]
With a copy to: _________[Name
and address of counsel for Y Corp.]
If to ZLP: _________[Address
of ZLP]
With a copy to: _________[Name
and address of counsel for ZLP]
(e). Amendment. This Agreement may be amended only by
a written instrument signed by Y Corp. and ZLP.
(f). Severability. The invalidity or unenforceability
of any particular provision of this Agreement shall not affect the other
provisions of this Agreement, and it shall be construed in all respect as if
the invalid or unenforceable provisions were omitted.
(g). Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter of this
Agreement.
(h). Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original and all of
which shall constitute a single instrument.
(i). Successors and Assigns. This Agreement shall
inure to the benefit of, and be binding upon, the successors and assigns of
each party and is not intended to confer upon any person, other than the
parties and their permitted successors and assigns, any rights or remedies
under this Agreement.
(j). Applicable Law. This Agreement shall be governed
in all respects, including validity, interpretation and effect, by the laws of
the State of _________, without giving effect to principles of conflict of laws
of that state.
(k). Captions. The captions to this Agreement are for
convenience of reference only and shall not affect its interpretation in any
respect.
In Witness, this Right of First Refusal Agreement has
been executed on _________[date].
[Signatures]
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legal council before engaging in any action based upon content contained on this
site.
These downloadable forms are only for personal use. Retransmission, redistribution,
or any other commercial use is prohibited. This includes reposting forms from this
site to another site offering free legal or other document forms for download.
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form, and you agree to abide by these terms. It is highly recommended that you have
a licensed attorney review any legal documents for which you are searching in order
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Your use of this site constitutes your acceptance of our terms of use and your agreement
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These forms are provided to assist business owners and others in understanding important
points to consider in different transactions. They are offered with the understanding
that no legal advice, accounting, or other professional service is being offered
by these documents or on this website. Laws vary in the different states. Agreements
acceptable in one state may not be enforced the same way under the laws of another
state. Also, agreements should relate specifically to the particular facts of each
situation. Therefore, it is important to consult legal counsel whenever utilizing
these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com
is not engaged in recommending or referring members on the site or making claims
about the competence, character or qualifications of its participating members.
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Keywords: Option to corporation, purchase stock
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