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Right Of First Refusal Stock Purchase Agreement
"I need a Right of First Refusal Stock Purchase Agreement for my Toronto-based technology startup that will give our existing Series A investors the first right to purchase any shares before they can be sold to outside parties, with special provisions for potential international investors."
1. Parties: Identification of all parties to the agreement including the company, current shareholders, and potential purchasers
2. Background: Context of the agreement, including current ownership structure and reason for establishing ROFR
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Right of First Refusal: Core provision establishing the ROFR and its scope
5. Notice Requirements: Procedures for notifying relevant parties of intended share transfers
6. Exercise of Right: Process and timeframes for exercising the ROFR
7. Purchase Price and Payment Terms: Determination of purchase price and payment conditions
8. Closing Mechanics: Procedures for completing the share transfer
9. Representations and Warranties: Standard representations from all parties regarding authority, ownership, and compliance
10. Transfer Restrictions: General limitations on share transfers
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Confidentiality: Provisions regarding confidential information
13. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in a sale - relevant when protecting minority interests
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority participation in a sale - useful for major transactions
3. Regulatory Compliance: Special provisions for regulated industries or when specific regulatory approvals are required
4. Foreign Ownership Restrictions: Additional provisions when dealing with potential foreign investors
5. Special Corporate Governance: Additional provisions for specific corporate governance requirements or shareholder rights
6. Tax Matters: Special provisions dealing with tax implications of share transfers
7. Dispute Resolution: Alternative dispute resolution procedures - recommended for complex transactions
1. Schedule A - Share Capital Structure: Detailed breakdown of company's share capital and current ownership
2. Schedule B - Form of Transfer Notice: Prescribed form for notifying parties of intended share transfers
3. Schedule C - Deed of Adherence: Form for new shareholders to become bound by the agreement
4. Schedule D - Valuation Methodology: Agreed method for determining share value if required
5. Schedule E - Excluded Transfers: List of permitted transfers not subject to ROFR
6. Appendix 1 - Board Resolutions: Copy of board resolutions approving the ROFR arrangement
7. Appendix 2 - Shareholders' Resolution: Copy of shareholders' approval if required
Authors
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Financial Services
Retail
Energy
Mining
Agriculture
Transportation
Media and Entertainment
Construction
Biotechnology
Legal
Corporate Governance
Finance
Executive Leadership
Compliance
Corporate Development
Investor Relations
Business Development
Risk Management
Corporate Affairs
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Investment Manager
Shareholder Relations Manager
Board Director
Company President
Vice President of Corporate Development
Corporate Governance Officer
Compliance Officer
Finance Director
Business Development Manager
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