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Simple Right Of First Refusal Agreement Template for Canada

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Key Requirements PROMPT example:

Simple Right Of First Refusal Agreement

"I need a Simple Right of First Refusal Agreement for my commercial property in Toronto, giving my current tenant the right to match any purchase offer I receive before I can sell to a third party, with the right expiring on December 31, 2025."

Document background
The Simple Right of First Refusal Agreement is a fundamental legal instrument used in Canadian business transactions to provide a potential buyer with priority rights to purchase specific assets or properties. This document is particularly valuable when parties want to establish a structured framework for future transactions while maintaining current ownership arrangements. It's commonly used in real estate transactions, business asset sales, share transfers, and commercial leasing arrangements across Canada. The agreement typically includes detailed provisions about triggering events, notice requirements, exercise periods, and pricing mechanisms, all while complying with both federal and provincial legal requirements. This type of agreement is essential for businesses looking to secure future opportunities while providing clarity and certainty to all parties involved regarding their rights and obligations.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement - typically the grantor (owner) and the holder of the right of first refusal

2. Background: Explains the context and purpose of the agreement, including description of the subject matter (property, shares, etc.)

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Right: Explicitly grants the right of first refusal and defines its scope

5. Triggering Events: Specifies what events or circumstances trigger the right of first refusal

6. Notice Requirements: Details the required form, content, and timing of notices when the right is triggered

7. Exercise Procedure: Outlines how and when the right must be exercised, including timeframes and payment terms

8. Purchase Price: Specifies how the purchase price will be determined when the right is exercised

9. Term and Termination: Defines the duration of the agreement and circumstances for termination

10. General Provisions: Standard boilerplate clauses including governing law, notices, amendments, etc.

11. Execution: Signature blocks and execution details

Optional Sections

1. Transfer Restrictions: Additional restrictions on transfer of the subject matter - include when the agreement needs to restrict certain types of transfers

2. Right of First Offer: Include when the holder should also have the right to receive first offer before the subject matter is marketed to others

3. Confidentiality: Include when sensitive business information will be exchanged as part of the ROFR process

4. Tag-Along Rights: Include in share-based ROFRs where minority shareholders need protection

5. Representations and Warranties: Include when specific assurances about the subject matter or parties' authority are needed

6. Registration Rights: Include for real property ROFRs where the right should be registered on title

7. Valuation Mechanism: Include when a specific process for determining fair market value is needed

Suggested Schedules

1. Description of Subject Matter: Detailed description of the property, shares, or assets subject to the ROFR

2. Form of Notice: Template for the notice triggering the ROFR

3. Form of Exercise Notice: Template for the notice exercising the ROFR

4. Valuation Procedures: Detailed procedures for determining value if not included in main agreement

5. Permitted Transfers: List of transfers exempt from the ROFR requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Real Estate

Commercial Property

Retail

Manufacturing

Technology

Professional Services

Energy

Mining

Agriculture

Construction

Private Equity

Venture Capital

Healthcare

Hospitality

Entertainment

Relevant Teams

Legal

Corporate Development

Real Estate

Business Development

Operations

Finance

Risk Management

Compliance

Investment

Asset Management

Property Management

Mergers & Acquisitions

Commercial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Lawyer

Business Development Manager

Real Estate Manager

Property Manager

Asset Manager

Investment Manager

Commercial Director

Operations Director

Mergers & Acquisitions Director

Contract Manager

Corporate Secretary

Risk Manager

Compliance Officer

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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