Right of First Offer

"How does it differ from Right of First Refusal?"

Quick Answer

A contractual obligation where a shareholder looking to sell must first ask existing shareholders to make an offer for the shares before negotiating with outside parties.

Scope and Legal Distinctions

A right of first offer requires an agreed offer process before a sale to others. It differs from a right to match a third-party offer already received.

What to Check in Practice

Specify notice, price proposals, response deadlines and the conditions for a later third-party sale; align the clause with transfer restrictions.

Sources & Authorities

Statutory framework and official guidance for this definition.

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