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ROFR / Co-Sale Agreement (NVCA) review

NVCA-style right of first refusal and co-sale agreement on transfers of common / founder stock.

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What it checks

ROFR — company right

Company should have a primary right of first refusal on third-party transfers.

Critical · EQT-064

ROFR — investor secondary right

Investors get a secondary ROFR to the extent the company does not exercise.

Critical · EQT-065

Co-sale right

Investors should have a co-sale right to participate pro rata in transfers above thresholds.

Critical · EQT-066

Permitted transfers carve-outs

Carve-outs for permitted family / estate-planning / affiliate transfers.

Warning · EQT-067

Notice and election windows

ROFR / co-sale need clear notice and election windows.

Warning · EQT-068

Termination upon IPO

ROFR / co-sale should terminate on IPO.

Warning · EQT-069

DGCL § 202 noting requirement acknowledged

Transfer restrictions must be noted on share records (DGCL § 202).

Warning · EQT-070

Every run also applies 109 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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  3. Get a Word report in which every finding quotes the clause and cites the rule and source behind it — one of 1,825 checks across 268 document types.
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