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The Right of First Refusal Agreement is a crucial document in Malaysian business and property transactions, providing a mechanism to protect parties' interests in potential future deals. This agreement is commonly used in real estate transactions, share sales, asset disposals, and joint venture arrangements. The document must comply with Malaysian law, particularly the Contracts Act 1950 and relevant sector-specific regulations. It typically details the trigger events, notice requirements, exercise periods, and price determination mechanisms. The agreement is especially valuable in situations where parties want to maintain control over who can acquire certain assets or rights in the future, while also preserving current ownership and operational flexibility. It provides a balanced approach between protecting the right holder's interests and maintaining the grantor's ability to conduct business.

1. Parties: Identifies and defines the parties to the agreement, including the grantor and holder of the ROFR

2. Background: Sets out the context and purpose of the agreement, including description of the subject matter

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Grant of Right of First Refusal: Establishes the core ROFR right and its scope

5. Notice Requirements: Details the process for notifying the ROFR holder of a proposed transaction

6. Exercise of Right: Specifies the procedure and timeframe for exercising the ROFR

7. Purchase Price and Payment Terms: Establishes how the purchase price will be determined and payment conditions

8. Closing Process: Outlines the process for completing the transaction if ROFR is exercised

9. Term and Termination: Specifies the duration of the ROFR and circumstances for termination

10. Representations and Warranties: Sets out the basic promises and assurances made by each party

11. Governing Law and Jurisdiction: Specifies Malaysian law as governing law and establishes jurisdiction

12. Notices: Details how formal notices under the agreement must be given

13. General Provisions: Contains standard boilerplate clauses including assignment, amendments, and severability