Right Of First Refusal Agreement for Malta
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Right Of First Refusal Agreement
"I need a Right of First Refusal Agreement for a commercial property in Valletta, Malta, where the current tenant (a retail company) will have the first right to purchase the property if I decide to sell it within the next 5 years, with a 30-day notice period for exercising the right."
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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
Authors
Asset
Business Day
Completion
Competing Offer
Consideration
Effective Date
Exercise Notice
Exercise Period
Fair Market Value
Grantor
Holder
Notice Period
Offer Notice
Offer Terms
Option Period
Parties
Property
Purchase Price
Qualified Offer
Related Persons
Right of First Refusal
Sale Notice
Subject Matter
Third Party
Transfer
Triggering Event
Valuation Date
Working Days
Grant of Rights
Exercise of Rights
Notice Requirements
Purchase Price
Payment Terms
Asset Transfer
Representations and Warranties
Conditions Precedent
Valuation
Duration and Term
Assignment
Transferability
Confidentiality
Non-Circumvention
Force Majeure
Termination
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Amendment
Waiver
Costs and Expenses
Further Assurance
Notices
Third Party Rights
Counterparts
Real Estate
Commercial Property
Retail
Manufacturing
Technology
Professional Services
Financial Services
Hospitality
Entertainment
Agriculture
Construction
Private Equity
Venture Capital
Corporate M&A
Legal
Corporate Affairs
Real Estate
Property Management
Business Development
Mergers & Acquisitions
Investment
Compliance
Risk Management
Corporate Secretariat
Finance
Chief Executive Officer
Managing Director
Property Manager
Real Estate Developer
Investment Manager
Legal Counsel
Corporate Lawyer
Business Development Manager
Commercial Director
Chief Financial Officer
Property Investment Manager
Asset Manager
Company Secretary
Compliance Officer
Risk Manager
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