In many private companies, if one shareholder wants to sell their shares, they have to first offer to sell their shares to the other shareholders. This is called a right of first refusal (“ROFR”). To be able to sell their shares to anyone other than the existing shareholders, the buyer’s offer to purchase the shares must meet certain conditions. Meeting those conditions makes the offer an ‘eligible offer’, and the offer must be in the form (or as described) in the agreement. Often these conditions include that it is a genuine or bona fide offer, that it be in writing and specify the price per share, identify the purchaser etc. Other conditions can be added, including the approval of specific shareholder groups or classes.