Earlier quoted context omitted.
Those are some really dirty rules - to have the company sanction the transfer of its own securities. In principle it should be the other way around (i.e. shareholders decide what the company does, not company decides what shareholders do). Do you have examples of such contracts?
This is 100% standard for private companies, particularly startups. The company often prefers to buy back the equity rather than have it go to a disconnected third party. This First Right Of Refusal is often also explicitly outlined in the shareholders/purchase agreement. The largest shareholders with voting rights are who create this agreement. It's not dirty: it keeps incentives aligned because the shareholders hav…
But what we have here is not only that but also a prohibition on sale to an outsider. So not only "we can intercept the sale at the same price you offered to someone else" but also "we can block that sale even if we don't want to participate in it".