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Right of First Refusal Agreement Template
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Right of First Refusal Agreement Template
This Right of First Refusal Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:
Owner/Seller: [Legal Name], address: [Address] (“Owner”).
ROFR Holder: [Legal Name], address: [Address] (“Holder”).
1. Covered Asset/Interest
1.1 This Agreement applies to (select one):
☐ Real property located at: [Address] (legal description attached as Exhibit A)
☐ Shares/membership interests in: [Company name], representing [__]% (the “Interest”)
☐ Other asset: [Describe]
2. Triggering Event
2.1 This ROFR is triggered when Owner intends to sell or transfer the Covered Asset/Interest to a third party and receives (or is prepared to accept) a bona fide written offer (the “Third-Party Offer”).
2.2 Permitted Transfers (Optional): This ROFR does not apply to transfers to: ☐ affiliates ☐ family members ☐ estate planning trusts ☐ entity restructurings ☐ other: [List], subject to any conditions: [__].
3. Notice of Offer
3.1 Owner must provide Holder written notice of the Third-Party Offer (the “ROFR Notice”) within [__] days after receipt.
3.2 The ROFR Notice must include:
copy of the Third-Party Offer (redacted for confidential third-party info if needed)
purchase price and material terms
proposed closing date
any contingencies
identity of the third-party buyer (optional)
4. Exercise of ROFR
4.1 Holder may exercise the ROFR by delivering written notice to Owner within [__] days after receiving the ROFR Notice (the “Exercise Period”).
4.2 If Holder exercises, Holder agrees to purchase on the same material terms as the Third-Party Offer, subject to: [any permitted adjustments, e.g., assignment restrictions].
5. Closing
5.1 Closing will occur on the date stated in the Third-Party Offer or, if not practical, within [] days after Holder’s exercise notice.
5.2 Closing mechanics: ☐ escrow ☐ wire ☐ title company ☐ other: [].
5.3 Costs: [allocation of escrow/title/recording fees].
5.4 Condition of asset/representations: [as-is or standard reps].
6. If Holder Does Not Exercise
6.1 If Holder does not exercise within the Exercise Period, Owner may sell to the third party on terms no more favorable than the Third-Party Offer.
6.2 If Owner does not close with the third party within [__] days, or the terms materially change, Owner must re-offer the ROFR to Holder.
7. Confidentiality (Optional)
7.1 Holder will keep the Third-Party Offer terms confidential, except to advisors and as required by law.
8. Term
8.1 This ROFR begins on the Effective Date and ends: ☐ on [Date] ☐ upon sale of the asset ☐ upon termination of [related agreement] ☐ other: [__].
9. Notices
9.1 Notices must be in writing and delivered to the addresses above.
10. Governing Law
10.1 This Agreement is governed by the laws of [State/Country].
11. Entire Agreement
11.1 This Agreement is the entire agreement regarding the ROFR.
Signatures
Owner/Seller: [Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________
ROFR Holder: [Legal Name]
Name/Title: [Authorized Signer]
Date: [Date]
Signature: ___________________________
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Right of First Refusal Agreement Template
RIGHT OF FIRST REFUSAL AGREEMENT TEMPLATE FAQ
What is a right of first refusal (ROFR)?
A Right of First Refusal (ROFR) is a contractual right giving one party the opportunity to purchase an asset (or equity) before the owner sells it to a third party. If the owner receives a bona fide offer, the ROFR holder can match the offer (or buy under defined terms) within a specified time window.
How is it different from a right of first offer?
A right of first offer typically requires the owner to offer the asset to the holder first and negotiate before seeking third-party offers. A ROFR is triggered by a third-party offer and gives the holder the chance to match it. This template is for a ROFR.
What should be included?
Include: what asset is covered, triggers, required notice content, matching terms, timelines, purchase procedure, exceptions (permitted transfers), confidentiality, and what happens if the holder declines.
Can it apply to equity transfers?
Yes. ROFRs are common in shareholder/LLC agreements. This template includes both asset and equity options and an optional permitted transfers list.
Do you need to record it for real estate?
Sometimes. Real estate ROFRs may be recorded or referenced by a memorandum, depending on local law. This template includes an optional recordation/memorandum clause.
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