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Right Of First Refusal
Right of first refusal (ROFR or RFR) is a contractual right A concession or concession agreement is a grant of rights, land or property by a government, local authority, corporation, individual or other legal entity. Public services such as water supply Water supply is the provision of water ... 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 call option, often simply labeled a "call", is a contract, between the buyer and the seller of the call option, to exchange a Security_(finance), security at a set price. The ...
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Contractual Right
A concession or concession agreement is a grant of rights, land or property by a government, local authority, corporation, individual or other legal entity. Public services A public service is a Service (economics), service intended to serve all members of a community. Public services include services provided by a government to people living within its jurisdiction, either directly through public sector agencies o ... such as water supply Water supply is the provision of water Water (chemical formula H2O) is an , transparent, tasteless, odorless, and , which is the main constituent of 's and the s of all known living organisms (in which it acts as a ). It is vital for ... may be operated as a concession. In the case of a public service concession, a private company enters into an agreement with the government to have the exclusive right to operate, maintain and carry out investment Investment is the dedication of an asset to attain an increase in value ove ...
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Escrow
An escrow is a contractual arrangement in which a third party (the stakeholder or escrow agent) receives and disburses money or property Property is a system of rights that gives people legal control of valuable things, and also refers to the valuable things themselves. Depending on the nature of the property, an owner of property may have the right to consume, alter, share, r ... 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 A broker is a person or firm who arranges transactions between a Purchasing, buyer and a sales, seller for a commission (remuneration), commission when the deal is executed. A broker who also acts as a seller or as a buyer becomes a :wikt:princip ... for holding funds on behalf of the broker's principal Principal may refer to: Title or rank * Principal (academia) The principal is the chief executive and the chief academic ...
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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 rightA 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, e ..., right of first refusal Right of first refusal (ROFR or RFR) is a contractual right A concession or concession agreement is a grant of rights, land or property by a government, local authority, corporation, individual or other legal entity. Public services such as ..., 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 p ...
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Tag-Along Right
Tag along rights comprise a group of clauses in a contract A contract is a legally binding agreement that defines and governs the rights and duties between or among its parties Image:'Hip, Hip, Hurrah! Artist Festival at Skagen', by Peder Severin Krøyer (1888) Demisted with DXO PhotoLab Clearview ... which together have the effect of allowing the minority shareholder(s) in a corporation to also take part in a sale of shares In financial markets A financial market is a market in which people trade financial securities and derivatives at low transaction costs. Some of the securities include stocks and bonds, raw materials and precious metals, which are known ... by the majority shareholder A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a Trust law, trust or partnership) that is registered by the corporation as the ... to a third party under t ...
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Drag-along Right
Drag-along right (DAR) is a legal concept in corporate law. 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 Tag along rights comprise a group of clauses in a contract A contract is a legally binding agreement that defines and governs the rights and duties between or among its parties Image:'Hip, Hip, Hurrah ...
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Option (finance)
In finance Finance is the study of financial institutions, financial markets and how they operate within the financial system. It is concerned with the creation and management of money and investments. Savers and investors have money available which could ..., an option is a contract which conveys to its owner, the ''holder'', the right, but not the obligation, to buy or sell an underlying In finance, the underlying of a derivative In mathematics Mathematics (from Ancient Greek, Greek: ) includes the study of such topics as quantity (number theory), mathematical structure, structure (algebra), space (geometry), and calculu ... asset In financial accounting Financial accounting is the field of accounting Accounting or Accountancy is the measurement, processing, and communication of financial and non financial information about economic entity, economic entities such a ... or instrument Instrument may refer to: Science and technology * Flight instrum ...
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Right Of Pre-emption
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 stockholder, shareholders to acquire new stock, 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 ...
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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 refers to all new businesses, including self-employment and businesses that never intend to become registered, startups refer to new businesses that intend to grow large beyond the solo founder. At the beginning, startups face high uncertainty and have high rates of failure, but a minority of them do go on to be successful and influential.Erin Griffith (2014)Why startups fail, according to their founders Fortune.com, 25 September 2014; accessed 27 October 2017 Some startups become unicorn (finance), unicorns; that is privately held startup companies valued at over US$1 billion. 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 begin market validation by problem interview, solution interview, and building a minimum viable ...
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Stock Dilution
In finance, stock (also capital stock) consists of all of the shares In financial markets A financial market is a market in which people trade financial securities and derivatives at low transaction costs. Some of the securities include stocks and bonds, raw materials and precious metals, which are known ... into which ownership of a corporation A corporation is an organization—usually a group of people or a company—authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal ... or company is divided.Longman Business English Dictionary: "stock - ''especially AmE'' one of the shares into which ownership of a company is divided, or these shares considered together" "When a company issues shares or stocks ''especially AmE'', it makes them available for people to buy for the first time." (Especially in American English, the word "stocks" is also used t ...
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Term Sheet
A term sheet is a bullet-point In typography File:metal movable type.jpg, 225px, Movable type being assembled on a composing stick using pieces that are stored in the type case shown below it Typography is the art and technique of typesetting, arranging type to make w ... document outlining the Materiality (law), material terms and conditions of a potential business agreement, establishing the basis for future negotiations between a seller and buyer. It is usually the first documented evidence of possible Mergers and acquisitions, acquisition. It may be either binding or non-binding. After a term sheet has been "executed", it guides legal counsel in the preparation of a proposed "final agreement". It then guides, but is not necessarily binding, as the signatories negotiate, usually with legal counsel, the final terms of their agreement. Term sheets are very similar to "letter of intent, letters of intent" (LOI) in that they are both preliminary, mostly non-binding docu ...
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Time
Time is the continued sequence In mathematics Mathematics (from Greek: ) includes the study of such topics as numbers (arithmetic and number theory), formulas and related structures (algebra), shapes and spaces in which they are contained (geometry), and quantities and t ... of existence Existence is the ability of an entity to interact with physical reality Reality is the sum or aggregate of all that is real or existent within a system, as opposed to that which is only imaginary Imaginary may refer to: * Imaginary (sociolog ... and events Event may refer to: Gatherings of people * Ceremony, an event of ritual significance, performed on a special occasion * Convention (meeting), a gathering of individuals engaged in some common interest * Event management, the organization of event ... that occurs in an apparently irreversible succession from the past The past is the set of all Spacetime#Basic concepts, events that occurred before a given point in time. ...
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Call Option
A call option, often simply labeled a "call", is a contract, between the buyer and the seller of the call option, to exchange a security Security is freedom from, or resilience against, potential Potential generally refers to a currently unrealized ability. The term is used in a wide variety of fields, from physics Physics is the natural science that studies matter, its El ... at a set price. The buyer of the call option Option or Options may refer to: Computing *Option key, a key on Apple computer keyboards *Option type, a polymorphic data type in programming languages *Command-line option, an optional parameter to a command *OPTIONS, an Hypertext Transfer Prot ... has the right, but not the obligation, to buy an agreed quantity of a particular commodity In economics Economics () is the social science that studies how people interact with value; in particular, the Production (economics), production, distribution (economics), distribution, and Consumpt ...
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