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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."
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
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
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
Real Estate
Commercial Property
Retail
Manufacturing
Technology
Professional Services
Energy
Mining
Agriculture
Construction
Private Equity
Venture Capital
Healthcare
Hospitality
Entertainment
Legal
Corporate Development
Real Estate
Business Development
Operations
Finance
Risk Management
Compliance
Investment
Asset Management
Property Management
Mergers & Acquisitions
Commercial
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
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