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Hello, my name is ***** ***** I will try to help you. Please remember I just report or interpret the law, so the outcome may not be what you hoped for.
What does the agreement say about how the price is determined of the shares to be repurchased? If the parties are to agree on a price and do not reach an agreement what does the agreement say about how the dispute is resolved? How long do they have to exercise the right of first refusal and did they exercise it?
There are some basic things you need to keep in mind. You are not obligated to sign a non compete at this time. You no longer work for the company and unless there is some other agreement in which you agreed to not compete, you are free to compete against them so long as you do not use any of their trade secrets. Second, I do not believe you have a right of first refusal. A right of first refusal usually comes into play if you offer your shares to a third party the other shareholders have a right to match the offer. It sounds like you are just trying to sell your shares to them. If my view is correct, you do not have to offer or agree to sell them any shares if your price is not satisfied. Also keep in mind that so long as you own your interest in the LLC you are entitled to your share of the profits. If people get distributions who are not salaried, you would be entitled to similar distributions on your interest.
If your agreement says they can refuse to allow you to sell your shares, then I again believe there is no right of first refusal.
The rules applicable to your rights on the shares in the Netherlands company would be governed by Nertherlands law. To be more precise on your rights under Texas law, I or some other lawyer would have to review your Operating agreement. Most of your rights are governed by the Operating Agreement but it does not sound like it is a well drafted document.
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