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Right Of First Refusal Agreement Template for South Africa

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Key Requirements PROMPT example:

Right Of First Refusal Agreement

"I need a Right of First Refusal Agreement for my commercial property in Cape Town, granting my current tenant the first right to purchase the building if I decide to sell it anytime after March 2025."

Document background
The Right of First Refusal Agreement is a crucial legal instrument in South African business and property transactions, designed to protect parties' interests by providing them with priority rights to future opportunities. This document is commonly used in various contexts, including property sales, share transfers, business asset disposals, and commercial lease arrangements. It sets out the specific circumstances that trigger the right, the procedure for exercising it, and the timeframes within which decisions must be made. Under South African law, these agreements must comply with general contract law principles and may need to meet additional requirements depending on the subject matter (such as the Alienation of Land Act for property transactions or the Companies Act for share transfers). The agreement is particularly valuable in protecting minority shareholders, maintaining business relationships, and securing strategic business opportunities.
Suggested Sections

1. Parties: Identification of the grantor (party giving the right) and grantee (party receiving the right), including full legal names and details

2. Background: Context of the agreement, relationship between parties, and purpose of granting the right of first refusal

3. Definitions and Interpretation: Key terms used in the agreement, including 'Offer', 'Subject Matter', 'Exercise Period', and interpretation rules

4. Grant of Right: Clear statement of the right being granted and its scope

5. Subject Matter: Detailed description of the asset(s) or rights subject to the right of first refusal

6. Trigger Events: Specific circumstances that activate the right of first refusal

7. Notice Requirements: Process for notifying the grantee of a trigger event, including timing and content requirements

8. Exercise Procedure: Steps for exercising the right, including timeframes and formal requirements

9. Purchase Price and Payment Terms: How the purchase price will be determined and payment conditions

10. Duration and Termination: Term of the agreement and circumstances for termination

11. General Terms: Standard contractual provisions including governing law, notices, and entire agreement clause

Optional Sections

1. Real Estate Specific Provisions: Additional terms specific to real property, including registration requirements and land transfer procedures

2. Share Transfer Provisions: Specific provisions for when the ROFR relates to company shares, including compliance with company constitution

3. Multiple Holders: Procedures for when the right is granted to multiple parties, including order of priority

4. Tag-Along Rights: Additional rights for the grantee to participate in sales to third parties

5. Drag-Along Rights: Rights of the grantor to force the grantee to participate in sales to third parties

6. Valuation Mechanism: Detailed procedures for determining fair market value if not based on third-party offer

7. Competition Law Compliance: Specific provisions ensuring compliance with competition laws

8. Confidentiality: Terms regarding confidential treatment of information exchanged

Suggested Schedules

1. Schedule 1 - Description of Subject Matter: Detailed description of the asset(s) or rights subject to the ROFR, including any relevant registration numbers or identifying details

2. Schedule 2 - Existing Encumbrances: List of any existing rights, obligations or encumbrances affecting the subject matter

3. Schedule 3 - Notice Requirements: Detailed procedures and forms for giving notices under the agreement

4. Schedule 4 - Valuation Methodology: Detailed methodology for determining the purchase price if not based on third-party offer

5. Appendix A - Form of Exercise Notice: Template notice for exercising the right of first refusal

6. Appendix B - Form of Offer Notice: Template notice for informing the grantee of a trigger event

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 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

Real Estate

Commercial Property

Financial Services

Technology

Manufacturing

Retail

Mining

Agriculture

Professional Services

Entertainment

Healthcare

Education

Construction

Energy

Telecommunications

Transportation

Relevant Teams

Legal

Corporate Affairs

Compliance

Real Estate

Business Development

Finance

Risk Management

Operations

Commercial

Property Management

Investment

Mergers & Acquisitions

Executive Leadership

Strategy

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Property Manager

Real Estate Agent

Business Development Manager

Investment Manager

Company Secretary

Commercial Director

Property Developer

Compliance Officer

Risk Manager

Operations Manager

Merger & Acquisition Specialist

Contract Manager

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

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