Right of First Refusal Agreement

RIGHT OF FIRST REFUSAL AGREEMENT A Right of First Refusal Agreement is an agreement that provides that a specific party will be given priority before any other party to either accept or decline the opportunity presented. A Right of First Refusal Agreement can apply when selling property or shares in a company. 1 of 8 RIGHT OF FIRST REFUSAL AGREEMENT THIS RIGHT OF FIRST REFUSAL AGREEMENT is made on the ______ day of _______________, 20____, B E T W E E N: _______________________ (“__________@) - and _______________________ (“__________”) - and _____________________, a Corporation incorporated under the laws of the Province/State of _________________; (the “Company”) WHEREAS: _________________ has agreed to sell all of its/his/her shares in the Company to _______________; As a result of the sale of the shares aforementioned, ________________ will be the owner of all of the issued and outstanding shares (the AShares@) of the Company; _______________ has agreed to provide __________________ with this Right of First Refusal to purchase those Shares owned by __________________ in the Company and which it/he/she may at any time and from time to time desire to sell: NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of _____________________ selling its/his/her shares in the Company to _____________________ and the sum of One ($1.00) Dollar now paid by ____________________ to __________________l, (the receipt and sufficiency of which is hereby, by _________________, acknowledged), the Parties hereto agree and acknowledge as follows: 2 of 8 1.00 THIRD PARTY OFFER 1.01 No sale by ________________ of any Shares in the Company to any Person other than to ______________________ shall be effected except in compliance with this Agreement. 1.02 If __________________ receives a bona fide written offer (a AThird Party Offer@) from any person (the ABuyer@) dealing at arm's length with ______________________ to purchase any of the Shares owned by __________________ (the APurchased Shares@), which Third Party Offer is acceptable to ____________________, ____________________ shall, by notice in writing to _____________________, make an offer (the AOffer@) to sell the Purchased Shares to _____________________ at the same price and upon the same terms and conditions as are contained in the Third Party Offer. 1.03 The Offer shall: (i) identify in reasonable detail the Buyer and, if the Buyer is not an individual, identify those Persons who, together with their Associates and Affiliates, control the Buyer; be accompanied by a true copy of the Third Party Offer setting forth all of the terms and conditions of the Third Party Offer; provide such information concerning the business experience and expertise of the Buyer and its financial condition as is reasonably available to ______________; and the Offer shall