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Right Of First Refusal Stock Purchase Agreement

Right Of First Refusal Stock Purchase Agreement Template for India

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Key Requirements PROMPT example:

Right Of First Refusal Stock Purchase Agreement

"I need a Right of First Refusal Stock Purchase Agreement for my Indian technology startup that has received Series A funding, with specific provisions for foreign investors and a mechanism for share valuation every six months."

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Document background
The Right of First Refusal Stock Purchase Agreement is essential for companies seeking to maintain control over their shareholding structure while providing a clear mechanism for share transfers. Commonly used in Indian private companies, startups, and closely-held corporations, this agreement establishes preferential purchase rights for existing shareholders or specified parties when any shareholder wishes to sell their shares. The document complies with Indian corporate law requirements, including the Companies Act 2013 and relevant SEBI regulations, while addressing key aspects such as share valuation, transfer procedures, and timeframes. It's particularly valuable for protecting company interests, maintaining strategic control, and ensuring orderly succession of ownership.
Suggested Sections

1. Parties: Identification of the parties including the company, existing shareholders (Grantors), and the party receiving the ROFR rights (Grantee)

2. Background: Context of the agreement, current shareholding structure, and purpose of granting ROFR rights

3. Definitions: Key terms used throughout the agreement including 'Offered Shares', 'Fair Market Value', 'Notice Period', etc.

4. Grant of Right of First Refusal: Core provision establishing the ROFR and its scope

5. ROFR Procedure: Detailed process for exercising ROFR, including notice requirements, time periods, and acceptance procedures

6. Valuation Mechanism: Method for determining the purchase price of shares subject to ROFR

7. Payment Terms: Terms and conditions for payment upon exercise of ROFR

8. Transfer Mechanics: Procedures for executing the share transfer upon ROFR exercise

9. Representations and Warranties: Standard representations regarding share ownership, authority to sell, and compliance with laws

10. Term and Termination: Duration of ROFR rights and circumstances for termination

11. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes

12. Miscellaneous: Standard provisions including notices, amendments, severability, and entire agreement

Optional Sections

1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale on same terms - relevant for minority investor protection

2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale - relevant for majority-controlled companies

3. Foreign Investment Compliance: Required when foreign investors are involved, addressing FEMA compliance

4. Share Transfer Restrictions: Additional transfer restrictions beyond ROFR, used when more complex transfer control is needed

5. Deadlock Resolution: Relevant when ROFR is part of a larger shareholders' agreement with multiple equal shareholders

6. Tax Matters: Detailed tax provisions when specific tax structuring is required

Suggested Schedules

1. Schedule 1 - Shareholding Pattern: Current shareholding structure of the company

2. Schedule 2 - ROFR Notice Format: Template for the notice to be given when triggering ROFR

3. Schedule 3 - Valuation Principles: Detailed methodology for share valuation

4. Schedule 4 - Transfer Form: Template share transfer form compliant with Companies Act requirements

5. Appendix A - Board Resolution: Format of board resolution approving the ROFR arrangement

6. Appendix B - Deed of Adherence: Template for new shareholders to agree to ROFR terms

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





































Clauses






























Relevant Industries

Technology and Software

Manufacturing

Professional Services

Financial Services

Healthcare

Real Estate

E-commerce

Retail

Media and Entertainment

Education

Biotechnology

Consulting

Relevant Teams

Legal

Corporate Secretarial

Finance

Compliance

Corporate Governance

Investment

Board of Directors

Executive Leadership

Shareholder Relations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Managing Director

Board Director

Compliance Officer

Private Equity Manager

Venture Capital Manager

Corporate Governance Officer

Share Transfer Agent

Investment Banker

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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