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Right Of First Refusal Stock Purchase Agreement
"I need a Right of First Refusal Stock Purchase Agreement for my family-owned manufacturing business in Manila, Philippines, where I want to ensure my three siblings have the first right to purchase my 25% shareholding if I decide to sell, with the company having secondary rights if my siblings don't exercise their rights."
1. Parties: Identification of the Shareholder(s) granting the ROFR, the Company, and the party receiving the ROFR rights
2. Background: Context of the agreement, including current shareholding structure and reason for granting ROFR
3. Definitions: Key terms used throughout the agreement, including 'Shares', 'Transfer', 'Offer Notice', 'Exercise Period', etc.
4. Grant of Right of First Refusal: Core provision establishing the ROFR and its scope
5. Notice Requirements: Procedures for notifying the ROFR holder of proposed share transfers, including content requirements for the offer notice
6. Exercise of ROFR: Process and timeframe for exercising the ROFR, including acceptance procedures
7. Purchase Price and Payment Terms: Determination of purchase price and payment conditions when ROFR is exercised
8. Closing Mechanics: Procedures for completing the share transfer, including timing and documentation requirements
9. Representations and Warranties: Standard warranties regarding share ownership, authority to sell, and compliance with laws
10. Term and Termination: Duration of the ROFR and circumstances under which it may be terminated
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. Miscellaneous Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale on same terms - relevant for multiple shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale - relevant for control transactions
3. Permitted Transfers: Exceptions to ROFR for certain types of transfers (e.g., to affiliates or family members)
4. Competing Business Restrictions: Non-compete provisions - relevant if shareholders are involved in similar businesses
5. SEC Compliance: Additional provisions for compliance with SEC requirements - needed if company is public or has many shareholders
6. Tax Provisions: Specific provisions addressing tax implications - relevant for high-value transactions
1. Schedule A - Description of Shares: Detailed description of shares subject to ROFR, including class, number, and certificate numbers
2. Schedule B - Existing Shareholders: List of current shareholders and their shareholdings
3. Schedule C - Form of Offer Notice: Template for the formal notice of proposed share transfer
4. Schedule D - Form of Exercise Notice: Template for notice of ROFR exercise
5. Schedule E - Deed of Adherence: Form for new shareholders to agree to be bound by the ROFR terms
6. Appendix 1 - Board Resolutions: Copies of relevant board resolutions approving the ROFR arrangement
7. Appendix 2 - Shareholders' Resolution: Copy of shareholders' resolution approving the ROFR arrangement if required
Authors
Technology Startups
Family-Owned Businesses
Manufacturing
Real Estate
Professional Services
Retail
Healthcare
Financial Services
Media and Entertainment
Agricultural Businesses
Legal
Corporate Secretariat
Executive Leadership
Board of Directors
Corporate Governance
Compliance
Finance
Shareholder Relations
Business Development
Investment
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Corporate Lawyer
Business Development Director
Investment Manager
Company Director
Board Member
Shareholder Relations Manager
Compliance Officer
Corporate Governance Officer
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