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If it’s right of refusal wouldn’t the company have to be willing to buy it in order to prevent the other sale?

No, if I understand right of first refusal correctly, it works like this:

You have a buyer. You present to the company that you have a buyer (eg, contract + check deposited in escrow).

The company either has to buy the equity from you (at same or better price, depending on how the contract is written) or they have to let the sale to the other buyer go through.

I think you two are saying the same thing.

Right, it sounded like the company was refusing to buy while still somehow also preventing the sale. If it was just a right of refusal agreement presumably the OP would not have any problem, since they don’t seem to have any reason to care who buys the shares as long as someone does.

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