The Right of First Offer (ROFO) is a contractual right that requires a selling party to first offer an asset or shares to the ROFO holder (often on terms proposed by the seller) before selling to a third party. In private company secondaries and M&A-related transfers, a Right of First Offer is used to give existing investors or the company a first look at liquidity opportunities, and Right of First Offer terms specify notice, timelines, matching/negotiation mechanics, and exceptions.
