The Simple Right of First Refusal Agreement is a crucial document in UAE business transactions, providing a structured framework for protecting parties' preferential rights in various commercial contexts. This document is particularly valuable in the UAE's dynamic business environment, where it's commonly used in real estate transactions, share transfers, and asset sales. The agreement must comply with UAE Federal Laws, including the Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993), while respecting Sharia principles. It's designed to clearly outline trigger events, notice procedures, exercise periods, and pricing mechanisms, providing legal certainty while maintaining flexibility for different transaction types. The document is essential when parties wish to secure future opportunities while maintaining current ownership structures.
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1. Parties: Identifies and defines the parties to the agreement - typically the grantor (rights holder) and grantee (rights recipient)
2. Background: Sets out the context and purpose of the agreement, including description of the subject matter of the ROFR
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Grant of Right of First Refusal: Core section establishing the ROFR and its scope
5. Trigger Events: Clearly defines what events trigger the ROFR (e.g., receipt of third-party offer, decision to sell)
6. Notice Requirements: Details the form, content, and timing of notices required when the ROFR is triggered
7. Exercise Period: Specifies the timeframe within which the ROFR must be exercised
8. Purchase Price and Payment Terms: Establishes how the purchase price will be determined and payment conditions
9. Closing Procedures: Outlines the process for completing the transaction if the ROFR is exercised
10. Term and Termination: Specifies the duration of the ROFR and circumstances for termination
11. Governing Law and Jurisdiction: Specifies UAE law as governing law and defines jurisdiction for disputes
12. General Provisions: Standard boilerplate clauses including amendments, notices, and entire agreement
1. Multiple Assets Provision: Include when ROFR covers multiple assets or properties with specific rules for each
2. Tag-Along Rights: Include when other stakeholders should have the right to join in the sale
3. Drag-Along Rights: Include when majority stakeholders need the right to force minority holders to join the sale
4. Valuation Mechanism: Include when specific valuation procedures need to be defined for determining fair market value
5. Assignment Rights: Include when transfer or assignment of the ROFR rights needs to be addressed
6. Confidentiality: Include when sensitive business information needs protection
7. Sharia Compliance Declaration: Include when parties specifically require confirmation of Sharia compliance
1. Schedule 1 - Asset Description: Detailed description of the asset(s) subject to the ROFR
2. Schedule 2 - Notice Forms: Template forms for various notices required under the agreement
3. Schedule 3 - Pricing Mechanism: Detailed methodology for price determination if not matching third-party offer
4. Appendix A - Existing Encumbrances: List of any existing rights or encumbrances affecting the asset
5. Appendix B - Required Consents: List of any third-party consents required for transfer
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