Right of First Refusal

Suppose the shareholders have a Right of First Refusal, whereby they want to sell their shares. In that case, a shareholder must notify in writing all other shareholders in such respect, indicating the proposed price, the detailed identification of the transferee's third-party and the selling conditions. Only if the other shareholders refuse to purchase all, but not less than all, of the offered shares at the notified price and conditions, will the shareholder be entitled to sell its shares to the third party at no less than the notified price/value and in such conditions mentioned in the written notice. The transferee in such transaction shall be a reputable third party and shall undertake all rights and obligations of the selling shareholder according to a mechanism detailed in the shareholders' agreement.

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