First right of refusal 2025

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A right of first refusal is a serious detriment to the value and marketability of property and often leads to litigation. In most situations you should avoid granting rights of first refusal if at all possible.
A ROFR is considered to favour those shareholders who intend to stay long- term (likely buyers); while a ROFO is seen to favour likely sellers. In a ROFR mechanism, the selling shareholder has to solicit an offer from a third party before offering its shares to the non-selling shareholders.
What happens if the ROFR is violated? Under contract law, the ROFR holder can sue for provable damages when the right of first refusal is violated. The damages can be monetary or specific, such as getting the first chance to purchase a property after the initial ROFR was violated.
What Is a Right of First Refusal? Right of first refusal (ROFR), also known as first right of refusal, is a contractual right that someone has to match or decline to match an offer for an asset after other offers have been made. The person who holds this right is entitled to enter a transaction before anyone else does.
In short, a right of first refusal in a real estate contract grants holders, like tenants or family members, the right to buy a property before the seller can negotiate with other interested parties.
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In venture capital. In venture capital deals, the right of first refusal is a term sheet provision permitting existing investors in a company to accept or refuse the purchase of equity shares offered by the company, before third parties have access to the deal.

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