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

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

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

Amendments to Precedent: 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:

Offer Period

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

Proposed Transferee

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

Proposed Transferor

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

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 or serve a Transfer Notice, except in accordance with Article 13, Article 14[, OR or] Article 15[, Article 16 or Article 17].

Amend Article 13.1 as follows:

Replace ‘comply with the pre-emption procedure set out in Article 13’ with ‘comply with the pre-emption procedure set out in Article 14’.

Delete Articles 13.2 to 13.5.

Add new Article 14 and renumber the document accordingly:

    1. 1

      Pre-emption Rights

      1. 1.1

        Subject to Article 1.9, any Shareholder who wants to transfer any Shares (Proposed Transferor) to a bona fide purchaser (Proposed Transferee) must

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