In an equity transfer, how is the other shareholders’ right of first refusal exercised?
Where a shareholder transfers equity to a person other than a shareholder, it shall notify the other shareholders in writing; the other shareholders enjoy a right of first refusal (ROFR) on equivalent terms (price, method of payment, etc.), and failure to reply within 30 days of receiving the written notice is deemed consent to the transfer. Where two or more shareholders claim the right of first refusal, it shall be determined by negotiation; if negotiation fails, it shall be exercised in proportion to each shareholder’s capital contribution at the time of the transfer.
