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Right Of First Refusal Stock Purchase Agreement Template for Canada

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Key Requirements PROMPT example:

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."

Document background
The Right of First Refusal Stock Purchase Agreement is a vital document in Canadian corporate governance, typically used when companies want to maintain control over their ownership structure and protect existing shareholders' interests. This agreement becomes particularly relevant for private companies, family-owned businesses, and closely-held corporations operating under Canadian jurisdiction. It provides a structured mechanism for share transfers by giving existing shareholders or the company the first opportunity to purchase shares before they can be sold to outside parties. The document must comply with both federal and provincial legislation, including the Canada Business Corporations Act and relevant provincial securities laws. It typically includes detailed provisions about notice requirements, valuation methods, purchase procedures, and timing requirements, while also addressing tax implications and regulatory compliance. This type of agreement is especially important during company growth phases, succession planning, or when establishing protective mechanisms against unwanted third-party acquisitions.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions


















































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Relevant Industries

Technology

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Relevant Teams

Legal

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

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Investment Manager

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Board Director

Company President

Vice President of Corporate Development

Corporate Governance Officer

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