Valuation of Shares Clause for Shareholder Agreement

This Right of First Refusal clause can be inserted into a Shareholder Agreement to govern how a shareholder disposes of its shares.

• If a shareholder receives an arm's length offer from a third party to purchase its shares, the selling shareholder must give the other shareholders a right of first refusal to buy the shares before selling them to the third party.
• The clauses are downloadable and customizable.
• These generic clauses can be used in any common law country.
• Available in MS Word format.

Use this downloadable Share Repurchase (or Buy-Back) Agreement to transfer shares from a shareholder back to the corporation.

• The Agreement is secured by a promissory note, and the template includes a sample form of promissory note.
• The corporation will cancel the shares after buying them back.
• The vendor represents that the shares are free of encumbrances and security interests against them.
• Both parties agree to take all actions necessary to complete the transaction.
• The Share Repurchase Agreement allows the corporation to reduce the number of outstanding shares and retain share value.
• This is a generic legal form which can be used in many jurisdictions. Available in MS Word format.

This drag along, tag along clause can be inserted into a shareholder agreement to govern how the sale of shares from a shareholder to an arm's length third party must be conducted.

• The share purchase agreement must include an offer by the buyer to purchase a pro rata share of the other shareholders' shares on the same terms and at the same time.
• The terms apply to arm's length transactions only. The clause contains a definition of which parties are not considered arm's length.

A Drag Along, Tag Along Clause is an exit strategy that protects the rights of minority shareholders while at the same time giving majority shareholders a means to force other investors to exit at the same time.

Learn about the types of events which trigger a sale of shares under a Unanimous Shareholder Agreement, and the methods used to implement the sale.

• Triggering events include:
  • right of first refusal;
  • default buy-sell;
  • shotgun or forced sale;
  • transfer on death.
• Available as a PDF download.

Grant a right of first refusal to another shareholder with this Right of First Refusal Agreement to Acquire Shares template.

• The Agreement grants one shareholder a first right of refusal to acquire shares owned by another shareholder ('granting shareholder').
• The right is granted pursuant to the winding up of a third shareholder (a company solely owned by the granting shareholder) and the transfer of the third shareholder's share interest to the granting shareholder.
• This is a generic legal form which is not specific to any country or region.
• The Right of First Refusal Agreement to Acquire Shares is available in MS Word format and is fully editable to fit your needs.