The Right of First Refusal Agreement is a crucial legal instrument used in various commercial and property transactions under Maltese law. It is particularly valuable when parties wish to establish a structured framework for future potential sales while maintaining current ownership arrangements. This document is commonly used in real estate transactions, business sales, or shareholder arrangements where the owner wants to retain the ability to sell but agrees to first offer the asset to a specific party before engaging with other potential buyers. The agreement must comply with Malta's Civil Code and commercial regulations, particularly regarding contract formation and property transfers. It typically includes detailed provisions about notification procedures, valuation methods, response timeframes, and the specific circumstances that trigger the right of first refusal. This document is essential for protecting both the grantor's eventual right to sell and the holder's priority right to purchase, while ensuring compliance with Maltese legal requirements.
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1. Parties: Identifies and defines the parties to the agreement - typically the grantor (who gives the right) and the holder (who receives the right)
2. Background: Explains the context and purpose of the agreement, including the relationship between parties and reasons for granting the right of first refusal
3. Definitions: Defines key terms used throughout the agreement
4. Grant of Right of First Refusal: Clearly states the right being granted and its scope
5. Subject Matter: Detailed description of the property, shares, or assets subject to the right of first refusal
6. Notification Procedure: Specifies how and when the grantor must notify the holder of a third-party offer
7. Exercise Procedure: Details the process for exercising the right, including timeframes and payment terms
8. Purchase Price Determination: Explains how the purchase price will be determined when the right is exercised
9. Term and Termination: Specifies the duration of the agreement and circumstances for termination
10. Assignment and Transferability: States whether the right can be assigned or transferred to other parties
11. Governing Law and Jurisdiction: Specifies that Maltese law governs the agreement and establishes jurisdiction for disputes
12. Notices: Details how formal notices between parties should be given
13. Entire Agreement: Standard clause confirming this document represents the complete agreement between parties
1. Consideration: Required if there is a payment or other consideration for granting the right of first refusal
2. Valuation Mechanism: Include when specific valuation methods need to be detailed for complex assets
3. Confidentiality: Include when sensitive business information is involved
4. Tag-Along Rights: Include for company shares when other shareholders should have the right to join the sale
5. Registration Rights: Include when the right should be registered against property or company shares
6. Restrictive Covenants: Include when additional restrictions on the grantor's use or disposal of the subject matter are needed
7. Force Majeure: Include when circumstances beyond parties' control might affect the exercise of the right
8. Dispute Resolution: Include when specific dispute resolution procedures (e.g., arbitration) are preferred
1. Schedule 1 - Property Description: Detailed description of the property or assets subject to the right of first refusal
2. Schedule 2 - Notification Form: Template for the formal notice of third-party offer
3. Schedule 3 - Exercise Notice: Template for exercising the right of first refusal
4. Schedule 4 - Valuation Procedures: Detailed procedures for determining asset value if applicable
5. Appendix A - Required Documents: List of documents required when exercising the right
6. Appendix B - Timeline of Procedures: Flowchart or timeline showing the notification and exercise procedures
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