抖阴短视频

Right Of First Refusal Stock Purchase Agreement Template for Philippines

Create a bespoke document in minutes, 聽or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Right Of First Refusal Stock Purchase Agreement

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership聽of your information

Key Requirements PROMPT example:

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."

Document background
The Right Of First Refusal Stock Purchase Agreement is a crucial document commonly used in Philippine corporate practice to maintain control over share ownership and prevent unwanted third parties from acquiring company shares. This agreement is particularly valuable for closely-held corporations, family businesses, and startups where maintaining specific ownership structures is essential. The document complies with Philippine corporate law requirements, including the Revised Corporation Code and Securities Regulation Code, and typically includes detailed provisions on share valuation, transfer procedures, and timeframes for exercising rights. It's especially relevant when companies want to protect their shareholder base while still allowing for potential share transfers, and can be customized to include additional provisions such as tag-along or drag-along rights depending on the company's specific needs.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions



































Clauses






























Relevant Industries

Technology Startups

Family-Owned Businesses

Manufacturing

Real Estate

Professional Services

Retail

Healthcare

Financial Services

Media and Entertainment

Agricultural Businesses

Relevant Teams

Legal

Corporate Secretariat

Executive Leadership

Board of Directors

Corporate Governance

Compliance

Finance

Shareholder Relations

Business Development

Investment

Relevant Roles

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

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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Phantom Shares Agreement

A Philippine law-governed agreement establishing phantom shares as synthetic equity compensation, providing share-value-linked benefits without actual equity transfer.

find out more

Share Retention Agreement

A legally binding agreement under Philippine law that restricts shareholders from transferring their shares for a specified period, ensuring stable corporate ownership.

find out more

Preference Shares Agreement

A Philippine law-governed agreement establishing the terms and conditions for preference shares issuance, including dividend rights, voting rights, and redemption terms.

find out more

Share Surrender Agreement

A Philippine law-governed agreement documenting the voluntary surrender of shares by a shareholder back to the company, including terms, conditions, and regulatory compliance requirements.

find out more

Term Sheet Share Purchase Agreement

A preliminary agreement under Philippine law outlining key terms and conditions for a proposed share acquisition, serving as the basis for a definitive share purchase agreement.

find out more

Share Transfer Agreement Private Company

A legally binding agreement under Philippine law that documents the transfer of shares between parties in a private company, including terms, conditions, and regulatory compliance requirements.

find out more

Simple Stock Option Agreement

A Philippine law-governed agreement setting out terms for granting company stock options to employees or consultants, including exercise price, vesting conditions, and regulatory compliance requirements.

find out more

Phantom Unit Award Agreement

A Philippine-law governed agreement establishing synthetic equity compensation rights through phantom units, detailing grant, vesting, and payment terms.

find out more

Simple Share Transfer Agreement

A Philippine law-governed agreement facilitating the transfer of company shares from seller to buyer, including essential terms and regulatory compliance requirements.

find out more

Right Of First Refusal Stock Purchase Agreement

A Philippine law-governed agreement granting existing shareholders or the company the first right to purchase shares before they can be sold to third parties.

find out more

Share Profit Agreement

A comprehensive profit-sharing agreement template compliant with Philippine law, outlining profit calculation, distribution mechanisms, and party obligations.

find out more

Stock Option Exercise Agreement

A Philippine-compliant agreement documenting the exercise of stock options and conversion into company shares, subject to local corporate and securities regulations.

find out more

Agreement To Transfer Shares Of Private Limited Company

A Philippine law-governed agreement documenting the transfer of shares in a private limited company, establishing terms, conditions, and obligations of both transferor and transferee.

find out more

Share Sell Agreement

A legal agreement for the sale and transfer of shares in a Philippine corporation, complying with local corporate and securities laws.

find out more

Share Purchase Agreement Between Shareholders

A Philippine law-governed agreement for the transfer of shares between existing shareholders, detailing sale terms and regulatory compliance requirements.

find out more

Stock Lease Agreement

A Philippine law-governed agreement for temporary transfer of stock ownership rights between lessor and lessee, including terms for voting rights and dividends.

find out more

Sale Of Shares Contract

A Philippine law-governed agreement documenting the sale and transfer of shares between parties, ensuring compliance with local corporate and securities regulations.

find out more

Stock Investment Agreement

A Philippine law-governed agreement detailing terms and conditions for share purchase in a company, including investment details and regulatory compliance requirements.

find out more

Simple Share Purchase Agreement

A straightforward agreement for the sale and purchase of shares in a Philippine company, compliant with local corporate laws and regulations.

find out more

Business Shares Agreement

A Philippine law-governed agreement documenting the transfer of business shares between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Stock Redemption Agreement

A Philippine law-governed agreement detailing the terms and conditions for a corporation's repurchase of its own shares from existing shareholders.

find out more

Stock Option Award Agreement

A Philippine law-governed agreement detailing the terms and conditions for granting company stock options to employees, including exercise rights, vesting conditions, and regulatory compliance requirements.

find out more

Partnership Share Transfer Agreement

A legal agreement governed by Philippine law for transferring partnership interests between parties, including terms, conditions, and regulatory compliance requirements.

find out more

Share Mortgage Agreement

A Philippine law-governed agreement creating a security interest over shares, detailing terms of the share mortgage and enforcement rights.

find out more

Preferred Stock Purchase Agreement

A Philippine law-governed agreement for the purchase and sale of preferred shares in a corporation, detailing investment terms and shareholder rights.

find out more

Share Cancellation Agreement

A Philippine law-governed agreement that formalizes the cancellation of corporate shares, outlining terms, conditions, and regulatory compliance requirements.

find out more

Shares Subscription Agreement

A Philippine law-governed agreement documenting the terms and conditions for an investor's subscription to newly issued shares in a company.

find out more

Share Issue Agreement

A Philippine law-governed agreement documenting the terms and conditions for the issuance of corporate shares to subscribers, ensuring regulatory compliance and protecting parties' interests.

find out more

Share For Share Exchange Agreement

A Philippine law-governed agreement facilitating the exchange of shares between companies, including exchange terms, conditions, and regulatory compliance requirements.

find out more

Share Buyback Agreement

A Philippine law-governed agreement documenting the terms and conditions for a company's repurchase of its own shares from existing shareholders.

find out more

Stock Transfer Contract

A legal agreement governed by Philippine law that documents the transfer of corporate shares from a seller to a buyer, including all essential terms and regulatory compliance requirements.

find out more

Share Exchange Agreement

A Philippine law-governed agreement facilitating the exchange of shares between parties, typically used in corporate restructuring and merger transactions.

find out more

Share Swap Agreement

A Philippine law-governed agreement facilitating the exchange of shares between parties, typically used in corporate restructuring and strategic investments.

find out more

Employee Stock Option Agreement

A Philippine law-governed agreement granting employees the right to purchase company shares under specified terms and conditions, in compliance with local securities and employment regulations.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

骋别苍颈别鈥檚 Security Promise

Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; 骋别苍颈别鈥檚 AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a 拢1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.