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Right Of First Refusal Agreement Template for United States

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Key Requirements PROMPT example:

Right Of First Refusal Agreement

"I need a Right of First Refusal Agreement for my commercial property in Dallas, granting my current tenant the right to purchase the building before I can sell it to any third party, with the ROFR lasting until March 2025."

Document background
The Right of First Refusal Agreement is a crucial legal instrument in U.S. business transactions that provides protection to parties interested in acquiring specific assets or rights. This document is commonly used in real estate transactions, corporate stock transfers, business asset sales, and commercial leasing arrangements. It establishes a conditional preemptive right that requires the owner of an asset to give the right holder the first opportunity to purchase or acquire the asset before offering it to third parties. The agreement must comply with both federal and state laws, including contract law principles, property regulations, and industry-specific requirements. It's particularly valuable in situations where long-term business relationships need to be protected or where strategic interests need to be maintained.
Suggested Sections

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

2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties and the subject matter of the ROFR

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Right of First Refusal: Explicitly grants the ROFR and describes its scope

5. Subject Matter: Detailed description of the property, assets, or rights subject to the ROFR

6. Trigger Events: Specifies the circumstances that activate the ROFR

7. Notice Requirements: Details the notification process when a trigger event occurs

8. Exercise Procedure: Outlines the process and timeframe for exercising the ROFR

9. Purchase Price and Payment Terms: Specifies how the purchase price will be determined and payment arrangements

10. Term and Termination: Defines the duration of the ROFR and circumstances for termination

11. Assignment and Transferability: Addresses whether the ROFR can be assigned or transferred

12. Governing Law: Specifies the jurisdiction and applicable law

13. Dispute Resolution: Outlines procedures for resolving disputes

14. Execution: Signature blocks and execution requirements

Optional Sections

1. Recording: Required for ROFRs affecting real property, specifying recording requirements and procedures

2. Regulatory Compliance: Needed for ROFRs involving regulated assets or securities

3. Third Party Rights: Required when other parties have existing rights that might affect the ROFR

4. Valuation Mechanism: Optional detailed procedures for determining fair market value if not based on third party offer

5. Confidentiality: Important when the ROFR involves sensitive business information

6. Tag-Along Rights: Sometimes included in corporate ROFRs to protect minority interests

7. Right of First Offer: Sometimes combined with ROFR to create comprehensive preemptive rights

8. Force Majeure: May be relevant for long-term ROFRs or specific industries

Suggested Schedules

1. Property Description: Detailed description of real estate or assets subject to ROFR

2. Notice Forms: Template forms for trigger notices and exercise notices

3. Valuation Procedures: Detailed procedures for determining purchase price if not based on third party offer

4. Excluded Transactions: List of transactions or transfers exempt from the ROFR

5. Required Approvals: List of necessary third-party or regulatory approvals

6. Timeline Procedures: Detailed timeline and procedural requirements for ROFR process

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

Corporate / M&A

Private Equity

Venture Capital

Retail

Manufacturing

Technology

Agriculture

Energy

Healthcare

Entertainment

Hospitality

Professional Services

Relevant Teams

Legal

Real Estate

Corporate Development

Mergers & Acquisitions

Business Development

Finance

Operations

Commercial

Property Management

Investment

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Corporate Attorney

Real Estate Manager

Property Manager

Business Development Director

Investment Manager

Corporate Development Manager

Mergers & Acquisitions Director

Contract Manager

Commercial Director

Asset Manager

Operations Director

Company Secretary

Chief Financial 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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