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1. Parties: Identifies and defines the parties to the agreement, including their full legal names, addresses, and any relevant registration details
2. Background: Sets out the context and purpose of the agreement, including any relevant background information about the parties and the subject matter
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Grant of Right of First Refusal: Clearly establishes the right of first refusal, its scope, and the subject matter to which it applies
5. Notice Requirements: Details the process and requirements for notifying the right holder of any triggering event
6. Exercise of Right: Specifies the procedure, timeframe, and conditions for exercising the right of first refusal
7. Purchase Price and Payment Terms: Establishes how the purchase price will be determined and the payment terms if the right is exercised
8. Duration and Termination: Specifies the term of the agreement and circumstances under which it may be terminated
9. Representations and Warranties: Standard warranties from both parties regarding their capacity and authority to enter into the agreement
10. Governing Law and Jurisdiction: Specifies that Philippine law governs the agreement and establishes jurisdiction for dispute resolution
11. General Provisions: Standard boilerplate clauses including notices, entire agreement, amendments, and severability
1. Registration Rights: Required when the right of first refusal pertains to real property and needs to be registered with the Registry of Deeds
2. Shareholder Approval: Needed when the agreement involves corporate shares and requires shareholder approval
3. Valuation Mechanism: Include when specific valuation methods need to be established for determining the purchase price
4. Assignment and Transferability: Required when the parties want to specifically address whether the right can be assigned or transferred
5. Confidentiality: Include when sensitive business information will be exchanged as part of the process
6. Tag-Along Rights: Optional provision for share-based agreements to protect minority shareholders
7. Security Provisions: Include when additional security or guarantees are required for the performance of obligations
1. Schedule A - Description of Subject Matter: Detailed description of the property, shares, or assets subject to the right of first refusal
2. Schedule B - Notice Forms: Template forms for various notices required under the agreement
3. Schedule C - Valuation Methodology: Detailed procedures and formulas for determining the purchase price
4. Schedule D - Required Approvals: List of required corporate, regulatory, or third-party approvals
5. Appendix 1 - Corporate Authorizations: Copies of relevant corporate resolutions or authorizations
6. Appendix 2 - Property Documents: Copies of relevant property titles or share certificates when applicable
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