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1. Parties: Identification of all business partners and the business entity involved in the agreement
2. Background: Context of the agreement, current ownership structure, and purpose of the buy-sell arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Triggering Events: Circumstances that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)
5. Purchase Price and Valuation: Methods for determining business value and share price calculation
6. Payment Terms: Structure and timing of payments for business interest purchases
7. Funding Mechanism: Sources of funding for purchases, including insurance policies or company funds
8. Right of First Refusal: Process and timeframes for existing partners to purchase available shares
9. Transfer Restrictions: Limitations on transfer of business interests to third parties
10. Obligations of Parties: Ongoing responsibilities of partners during the buy-sell process
11. Default and Remedies: Consequences and solutions for breach of agreement terms
12. General Provisions: Standard legal clauses including governing law, notices, and amendments
1. Tag-Along Rights: Used when larger shareholders might sell their interests, allowing minority shareholders to join the sale on same terms
2. Drag-Along Rights: Include when majority shareholders need power to force minority shareholders to join in sale of business
3. Family Transfer Exceptions: Added when partners want to allow special provisions for transfers to family members
4. Competitor Restrictions: Include when there are concerns about business interests being sold to competitors
5. International Considerations: Required if any partners or business operations involve international jurisdictions
6. Intellectual Property Rights: Include when the business owns significant IP that needs special consideration in transfers
7. Management Transition: Added when operational management handover needs to be addressed alongside ownership transfer
1. Schedule A - Current Ownership Structure: Details of current business ownership percentages and classes of shares
2. Schedule B - Valuation Formula: Specific methodology and calculations for business valuation
3. Schedule C - Insurance Policies: Details of life insurance or other policies funding the agreement
4. Schedule D - Certificate of Value: Current agreed value of the business and review dates
5. Appendix 1 - Transfer Notice Form: Standard form for initiating transfer of business interests
6. Appendix 2 - Acceptance Form: Standard form for accepting purchase offers
7. Appendix 3 - Business Assets Register: Current list of major business assets and their values
Business
Business Day
Business Hours
Business Interest
Buy-Sell Event
Company
Completion
Completion Date
Confidential Information
Default Event
Disability
Effective Date
Encumbrance
Fair Market Value
Funding Mechanism
Insurance Policy
Insured Event
Intellectual Property Rights
Life Insurance Proceeds
Material Adverse Change
Notice
Offer Notice
Partners
Partnership Interest
Purchase Price
Qualified Appraiser
Related Entity
Remaining Partners
Right of First Refusal
Securities
Selling Partner
Share Certificate
Shareholders
Triggering Event
Transfer
Transfer Notice
Valuation Date
Valuation Method
Voluntary Transfer
Definitions
Duration and Term
Purchase Obligation
Triggering Events
Valuation
Payment Terms
Transfer Restrictions
Right of First Refusal
Insurance Provisions
Share Transfer Mechanics
Dispute Resolution
Confidentiality
Non-Competition
Death and Disability
Retirement Provisions
Voluntary Exit
Default Events
Remedies
Tag-Along Rights
Drag-Along Rights
Notice Requirements
Representations and Warranties
Funding Mechanisms
Amendment Procedures
Governing Law
Business Continuity
Tax Considerations
Severability
Force Majeure
Entire Agreement
Further Assurance
Assignment
Costs and Expenses
Counterparts
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Hospitality
Financial Services
Real Estate
Agriculture
Media and Entertainment
Consulting
Transportation and Logistics
Legal
Finance
Executive Leadership
Corporate Governance
Risk Management
Compliance
Business Development
Corporate Strategy
Company Secretariat
Business Owner
Managing Director
Chief Executive Officer
Chief Financial Officer
Company Director
Managing Partner
General Counsel
Legal Counsel
Corporate Lawyer
Business Development Manager
Finance Director
Partnership Manager
Company Secretary
Risk Manager
Compliance Officer
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