ROFR Vs Co-Sale Agreement

This problem tests whether you understand how transfer restrictions and investor protections work in private company financing. A right of first refusal gives the company or another approved buyer the chance to purchase shares before they are sold to an outside party, while a co-sale agreement gives certain holders the ability to join a sale and sell their own shares on the same terms as the selling shareholder. Interviewers ask this because these provisions affect ownership control, liquidity, and negotiation dynamics in venture and growth equity deals, and bankers are expected to know who gets to buy, who gets to sell, and why those rights matter.