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Right Of First Refusal
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. A first refusal right must have at least three parties: the owner, the third party or buyer, and the option holder. In general, the owner must make the same offer to the option holder ''before'' making the offer to the buyer. The right of first refusal is similar in concept to a call option. A ROFR can cover almost any sort of asset, including real estate, personal property, a patent license, a screenplay, or an interest in a business. It might also cover business transactions that are not strictly assets, such as the right to enter a joint venture or distribution arrangement. In entertainment, a right of first refusal on a concept or a screenplay would give the holder the right to make that movie first while in rea ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Contract
A contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more parties. A contract typically involves consent to transfer of goods, services, money, or promise to transfer any of those at a future date. The activities and intentions of the parties entering into a contract may be referred to as contracting. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or equitable remedies such as specific performance or rescission. A binding agreement between actors in international law is known as a treaty. Contract law, the field of the law of obligations concerned with contracts, is based on the principle that agreements must be honoured. Like other areas of private law, contract law varies between jurisdictions. In general, contract law is exercised and governed either under common law jurisdictions, civil law jurisdictions, or mixed-law jurisdictions that combine elem ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Escrow
An escrow is a contractual arrangement in which a third party (the stakeholder or escrow agent) receives and disburses money or property for the primary transacting parties, with the disbursement dependent on conditions agreed to by the transacting parties. Examples include an account established by a broker for holding funds on behalf of the broker's principal or some other person until the consummation or termination of a transaction; or, a trust account held in the borrower's name to pay obligations such as property taxes and insurance premiums. The word derives from the Old French word , meaning a scrap of paper or a scroll of parchment; this indicated the deed that a third party held until a transaction was completed. Types Escrow generally refers to money held by a third party on behalf of transacting parties. It is mostly used regarding the purchase of shares of a company. It is best known in the United States in the context of the real estate industry (specifically in m ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Tag-along Right
Tag along rights (TARs) comprise a group of clauses in a contract which together have the effect of allowing the minority shareholder(s) in a corporation to also take part in a sale of shares by the majority shareholder to a third party under the same terms and conditions. Consider an example: A and B are both shareholders in a company, with A being the majority shareholder and B the minority shareholder. C, a third party, offers to buy A's shares at an attractive price, and A accepts. In this situation, tag-along rights would allow B to also participate in the sale under the same terms and conditions as A. As with other contractual provisions, tag-along rights originated from the doctrine of freedom of contract and is governed by contract law (in common law countries) or the law of obligations (in civil law countries). As tag-along rights are contractual terms between private parties, they are often found in venture capital and private equity firms but not public companies. S ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Pre-emption Right
A pre-emption right, right of pre-emption, or first option to buy is a contractual right to acquire certain property newly coming into existence before it can be offered to any other person or entity. It comes from the Latin verb ''emo, emere, emi, emptum'', to buy or purchase, plus the inseparable preposition ''pre'', before. A right to acquire existing property in preference to any other person is usually referred to as a ''right of first refusal''. Company shares In practice, the most common form of pre-emption right is the right of existing shareholders to acquire new shares issued by a company in a rights issue, usually a public offering. In this context, the pre-emptive right is also called subscription right or subscription privilege. It is the right but not the obligation of existing shareholders to buy the new shares before they are offered to the public. In that way, existing shareholders can maintain their proportional ownership of the company and thus prevent stock dil ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Option (finance)
In finance, an option is a contract which conveys to its owner, the ''holder'', the right, but not the obligation, to buy or sell a specific quantity of an underlying asset or instrument at a specified strike price on or before a specified date, depending on the style of the option. Options are typically acquired by purchase, as a form of compensation, or as part of a complex financial transaction. Thus, they are also a form of asset (or contingent liability) and have a valuation that may depend on a complex relationship between underlying asset price, time until expiration, market volatility, the risk-free rate of interest, and the strike price of the option. Options may be traded between private parties in '' over-the-counter'' (OTC) transactions, or they may be exchange-traded in live, public markets in the form of standardized contracts. Definition and application An option is a contract that allows the holder the right to buy or sell an underlying asset or financia ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
First-look Deal
A first-look deal is any contract containing a clause granting, usually for a fee or other consideration that covers a specified period of time, a pre-emption right, right of first refusal, or right of first offer (also called a right of first negotiation) to another party, who then is given the first opportunity to buy outright, co-own, invest in, license, etc., something that is newly coming into existence or on the market for the first time or after an absence, such as intellectual property Intellectual property (IP) is a category of property that includes intangible creations of the human intellect. There are many types of intellectual property, and some countries recognize more than others. The best-known types are patents, co ... (manuscript, musical composition, invention, artwork, business idea, etc.) or real property (real estate). Film industry In the film industry, a "first-look deal" is an agreement where a writer and an independent production company—or a prod ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Drag-along Right
Drag-along right (DAR) is a concept in corporate law, often encountered in the context of venture capital and private equity. Under the concept, if the majority shareholder(s) of an entity sells their stake, the prospective owner(s) have the right to force the remaining minority shareholders to join the deal. However, the owner must usually offer the same terms and conditions to the minority shareholders as to the majority shareholder(s). Drag-along rights are fairly standard terms in a stock purchase agreement. This right protects majority shareholders (allowing them to sell to an owner desiring total control of the entity, without being encumbered by holdout investors), but also protects minority shareholders (who can sell their investment on the same terms and conditions as the majority shareholder). This differs from a tag-along right, which also allows minority shareholders to sell on the same terms and conditions (and requires the new owner to offer them), but does not re ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Startup Company
A startup or start-up is a company or project undertaken by an Entrepreneurship, entrepreneur to seek, develop, and validate a scalable business model. While entrepreneurship includes all new businesses including self-employment and businesses that do not intend to Initial public offering, go public, startups are new businesses that intend to grow large beyond the solo-founder. During the beginning, startups face high uncertainty and have high rates of failure, but a minority of them do go on to become successful and influential, such as unicorn (finance), unicorns.Erin Griffith (2014)Why startups fail, according to their founders, Fortune.com, 25 September 2014; accessed 27 October 2017 Actions Startups typically begin by a founder (solo-founder) or co-founders who have a way to solve a problem. The founder of a startup will do the market validation by problem interview, solution interview, and building a minimum viable product (MVP), i.e. a prototype, to develop and validate thei ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stock Dilution
Stock dilution, also known as equity dilution, is the decrease in existing shareholders' ownership percentage of a company as a result of the company issuing new equity. New equity increases the total shares outstanding which has a dilutive effect on the ownership percentage of existing shareholders. This increase in the number of shares outstanding can result from a primary market offering (including an initial public offering), employees exercising stock options, or by issuance or conversion of convertible bonds, preferred shares or warrants into stock. This dilution can shift fundamental positions of the stock such as ownership percentage, voting control, earnings per share, and the value of individual shares. Control dilution Control dilution describes the reduction in ownership percentage or loss of a controlling share of an investment's stock. Many venture capital contracts contain an anti-dilution provision in favor of the original investors, to protect their equity ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Term Sheet
Term may refer to: Language *Terminology, context-specific nouns or compound words **Technical term (or ''term of art''), used by specialists in a field ***Scientific terminology, used by scientists *Term (argumentation), part of an argument in debate theory Law and finance *Contractual term, a provision in a contract **Credit repayment terms **Payment terms, "net ''D''" on a trade invoice **Purchase order#Legal, Purchase order, invoice terms more generally *Term life insurance Lengths of time *Academic term, part of a year at school or university *Term of office, a set period a person serves in an elected office *Term of patent, the period of enforcement of patent rights *Term of a pregnancy *Prison sentence Mathematics and physics *Term (logic), a component of a logical or mathematical expression (not to be confused with term logic, or Aristotelian logic) **Ground term, a term with no variables *Term (arithmetic), or addend, an operand to the addition operator **Term of a summ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Time
Time is the continuous progression of existence that occurs in an apparently irreversible process, irreversible succession from the past, through the present, and into the future. It is a component quantity of various measurements used to sequence events, to compare the duration of events (or the intervals between them), and to quantify rates of change of quantities in material reality or in the qualia, conscious experience. Time is often referred to as a fourth dimension, along with Three-dimensional space, three spatial dimensions. Time is one of the seven fundamental physical quantities in both the International System of Units (SI) and International System of Quantities. The SI base unit of time is the second, which is defined by measuring the electronic transition frequency of caesium atoms. General relativity is the primary framework for understanding how spacetime works. Through advances in both theoretical and experimental investigations of spacetime, it has been shown ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Call Option
In finance, a call option, often simply labeled a "call", is a contract between the buyer and the seller of the call Option (finance), option to exchange a Security (finance), security at a set price. The buyer of the call option has the right, but not the obligation, to buy an agreed quantity of a particular commodity or financial instrument (the underlying) from the seller of the option at or before a certain time (the Expiration (options), expiration date) for a certain price (the strike price). This effectively gives the buyer a Long (finance), ''long'' position in the given asset. The seller (or "writer") is obliged to sell the commodity or financial instrument to the buyer if the buyer so decides. This effectively gives the seller a Short (finance), ''short'' position in the given asset. The buyer pays a fee (called a Insurance, premium) for this right. The term "call" comes from the fact that the owner has the right to "call the stock away" from the seller. Price of opt ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
