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Also known as: ROFR, first refusal rights

Right of First Refusal

ConceptualLegalOperations

Definition

Right of First Refusal: Right of first refusal (ROFR) gives certain parties the right to match any offer before shares can be sold to an outside buyer. Companies and existing investors typically have ROFR on employee share sales to control who becomes a shareholder.

Example Usage

β€œWhen our employee found a buyer for her shares, the company exercised ROFR to purchase them instead.”

Common Misconceptions

ROFR blocks all sales. It only gives the right to match, not block a sale entirely.
ROFR applies to all shareholders. It's typically in employee option agreements, not investor agreements.
Companies always exercise ROFR. Many let sales proceed to provide employee liquidity.

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