ROFR means ‘Right of First Refusal’.

The right given to shareholders in a company to purchase the shares being sold by other shareholders in the same company. ROFR casts an obligation on the selling shareholders to first offer the shares they wish to sell to ROFR holders.

For instance, if a founder wishes to transfer their shares, other shareholders (founders and or investors) will have a right to purchase all or part of such shares, at the same price and terms being offered by a third party buyer (if any).

However, if the shareholders with the ROFR do not exercise it, the selling shareholders can transfer the shares to a third party.