The purpose of a right of first refusal (ROFR) is to allow existing shareholders the first chance to buy the shares of another shareholder who has received an offer to purchase their shares. This clause provides for the situation where none of the existing shareholders wishes to purchase the shares. In that case the selling shareholder can sell the shares to the prospective purchaser. Note that to be able to sell the shares, the transaction has to have been approved in accordance with the corporation’s constating documents (articles of incorporation, by laws and any shareholders agreement).