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1. Parties: Identifies all current business owners who are parties to the agreement
2. Background: Sets out the context of the agreement, including business ownership structure and purpose of the agreement
3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement
4. Purchase Obligation: Establishes the mandatory obligation to buy/sell interests upon trigger events
5. Trigger Events: Defines events that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Valuation Mechanism: Details the method for determining the purchase price of business interests
7. Payment Terms: Specifies payment timing, installments, and security requirements
8. Insurance Provisions: Requirements for life/disability insurance to fund purchases, including policy maintenance
9. Transfer Procedure: Step-by-step process for executing the transfer of business interests
10. Representations and Warranties: Standard warranties about ownership, authority to sell, and absence of encumbrances
11. Confidentiality: Obligations to maintain confidentiality of business information
12. Dispute Resolution: Procedures for resolving disagreements about valuations or other matters
13. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Right of First Refusal: Optional provision giving owners priority rights to purchase before interests can be sold to outside parties
2. Tag-Along Rights: Allows minority owners to join in sales to third parties on same terms as majority owners
3. Drag-Along Rights: Enables majority owners to force minority owners to join in sale to third parties
4. Family Transfer Exceptions: Special provisions for transfers to family members or trusts
5. Competition Restrictions: Non-compete and non-solicitation provisions for departing owners
6. Intellectual Property Rights: Special provisions for handling IP in the transfer process
7. Management Transition: Procedures for transitioning management responsibilities upon owner departure
1. Schedule 1: Current Ownership Schedule: Details current ownership percentages and number of shares/interests held
2. Schedule 2: Valuation Formula: Detailed methodology for calculating business value
3. Schedule 3: Insurance Policies: List of current insurance policies, beneficiaries, and coverage amounts
4. Schedule 4: Transfer Notice Form: Template form for initiating transfer process
5. Schedule 5: Purchase Price Certificate: Template for documenting agreed purchase price calculation
6. Appendix A: Company Information: Key company details including registration numbers and registered office
7. Appendix B: Deed of Adherence: Template for new owners to join the agreement
Business
Business Day
Business Interests
Buy-Sell Notice
Company
Completion Date
Confidential Information
Continuing Owner
Default Event
Departing Owner
Disability
Effective Date
Encumbrance
Fair Market Value
Funding Method
GST
Independent Valuer
Insolvency Event
Insurance Policy
Insurance Proceeds
Material Adverse Change
Notice
Owner
Permanent Disability
Purchase Price
Purchase Rights
Qualified Appraiser
Related Party
Retirement
Share
Shareholder
Specified Event
Transfer
Transfer Notice
Trigger Event
Valuation Date
Valuation Method
Voluntary Transfer
Definitions
Purchase Obligations
Trigger Events
Valuation
Payment Terms
Insurance
Transfer Mechanics
Completion Requirements
Representations and Warranties
Confidentiality
Non-Competition
Dispute Resolution
Force Majeure
Default
Remedies
Notices
Assignment
Amendments
Severability
Entire Agreement
Governing Law
Life Insurance Obligations
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Business Continuity
Tax Provisions
Further Assurance
Costs and Expenses
Termination
Shareholder Obligations
Valuation Dispute Process
General Provisions
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Agriculture
Hospitality
Financial Services
Real Estate
Consulting
Family Business
Small and Medium Enterprises
Legal
Finance
Executive
Corporate Governance
Risk Management
Compliance
Business Development
Tax
Insurance
Business Owner
CEO
Managing Director
Company Director
Partner
Chief Financial Officer
General Counsel
Corporate Lawyer
Business Development Manager
Financial Controller
Risk Manager
Company Secretary
Business Succession Planner
Tax Advisor
Insurance Broker
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