Right of first offer provisions—articles—corporate joint venture
Right of first offer provisions—articles—corporate joint venture

The following Corporate precedent provides comprehensive and up to date legal information covering:

  • Right of first offer provisions—articles—corporate joint venture

Amendments to Precedents: Articles of association—joint venture company—deadlock (50:50) and Articles of association—joint venture company—majority/minority

Add new definitions to Article 2.1:

Proposed Transferor

  1. has the meaning given to it in Article 1.1;

Right of First Offer Period

  1. has the meaning given to it in Article 1.3;

Sale Notice

  1. has the meaning given to it in Article 1.5;

Sale Price

  1. has the meaning given to it in Article 1.1.2;

Sale Shares

  1. has the meaning given to it in Article 1.1.1;

Delete existing ‘Transfer Notice’ definition in Article 2.1 and replace with the following new definition:

Transfer Notice

  1. has the meaning given to it in Article 1.1;

Delete ‘Seller’ definition in Article 2.1.

Replace Article 12.4 with the following:

[Following the expiry of the Lock-in Period, a OR A]ny person who holds, or becomes entitled to, any Share shall not effect a transfer of such Shares, except in accordance with Article 13, Article 14[, OR or] Article 15[, Article 16 or Article 17].

Add new Article 14 and renumber the document accordingly:

    1. 1

      Right of First Offer

      1. 1.1

        Subject to Article 1.10, any Shareholder who wants to transfer any Shares (Proposed Transferor) to a third party must first serve an irrevocable notice in writing (Transfer Notice) on the Company specifying:

        1. 1.1.1

          the class (which must be only one class per Transfer Notice) and the number of Shares that the Shareholder proposes to transfer (Sale Shares);

        1. 1.1.2

          the price per Sale Share at which it is willing

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