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Right Of First Refusal Stock Purchase Agreement
"I need a Right of First Refusal Stock Purchase Agreement for my UK-based tech startup, protecting our founding team's ability to maintain control as we bring in new investors, with specific provisions for share valuation based on our last funding round in January 2025."
1. Parties: Identification of all parties to the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Right of First Refusal Grant: Core provisions establishing the ROFR
5. Notice Requirements: Procedures for notifying ROFR holder of intended sale
6. Exercise Period: Timeframe for exercising ROFR
7. Purchase Price Determination: Method for determining share price
8. Closing Mechanics: Process for completing the purchase
9. Governing Law: Specification of applicable law and jurisdiction
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of shares
2. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in sale
3. Permitted Transfers: Exceptions to ROFR requirements for specific types of transfers
4. Valuation Mechanism: Detailed procedures for determining share value in complex scenarios
1. Schedule of Shareholders: List of current shareholders and their shareholdings
2. Form of Transfer Notice: Template for notifying intention to transfer shares
3. Deed of Adherence: Template document for new shareholders to join the agreement
4. Valuation Procedures: Detailed procedures and methodologies for share valuation
Authors
Board
Business Day
Closing
Company
Completion
Confidential Information
Deed of Adherence
Encumbrance
Exercise Notice
Exercise Period
Fair Market Value
Group
Offered Shares
Offering Notice
Offering Price
Parties
Permitted Transfer
Proposed Purchaser
Proposed Transfer
Purchase Price
Right of First Refusal
ROFR Holder
Sale Notice
Selling Shareholder
Shares
Share Capital
Shareholder
Subsidiary
Third Party
Transfer
Transfer Notice
Valuation
Working Day
Grant of Rights
Transfer Restrictions
Right of First Refusal
Notice Requirements
Exercise of Rights
Purchase Price
Completion Mechanics
Permitted Transfers
Tag-Along Rights
Drag-Along Rights
Representations and Warranties
Share Certificates
Confidentiality
Assignment
Notices
Termination
Amendment
Severability
Entire Agreement
Third Party Rights
Costs
Waiver
Further Assurance
Counterparts
Governing Law
Jurisdiction
Dispute Resolution
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