A right of first refusal is essentially a dormant option. It requires the owner, before selling the property to another, to offer the property to the rightholder on the same terms or conditions specified in the offer by or to a bona fide purchaser. The property owner has an initial duty to make a reasonable disclosure of the offer's terms. When the property owner expresses its intention to sell, the rightholder must, in compliance with the terms of the right, elect to either purchase the property or decline to purchase it and allow the owner to sell it to another.
Jarvis v. Peltier, (Tex. App. - Tyler, 2013)