Rights of first refusal (ROFR) are not the same as buy-sell agreements. They may seem to operate like a buy-sell agreement in that they provide procedures related to possible future stock transactions. But ROFRs do not assure that transactions will occur. Rights of first refusal restrict the marketability of shares during the period of time shareholders own stock in a corporation. They restrict marketability because they discourage third parties from engaging in the time, effort, and expense of due diligence regarding investments. Rights of first refusal often add months to the time that a transaction could occur, and they create great uncertainty for potential third party buyers as well as for selling shareholders. Many corporations have a buy-sell agreement which incorporates a right of first refusal. The buy-sell portion of the agreement provides for liquidity for shareholders under the conditions established in the agreement. The right of first refusal then determines the ability of shareholders to transfer their shares up to the point of a trigger event.