A Buy-Sell Agreement Corporation is essential for businesses seeking to maintain control over ownership transitions while protecting both the company and its shareholders. This document becomes particularly crucial when shareholders need to plan for future ownership changes, establish clear succession processes, or protect against unwanted third-party acquisitions. The agreement, governed by U.S. federal and state laws, typically includes provisions for share valuation, payment terms, transfer restrictions, and triggering events. It serves as a vital tool for business continuity planning and can help prevent potential disputes over ownership transfers.
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1. Parties: Identification of all parties to the agreement, including the corporation and shareholders
2. Background/Recitals: Context of the agreement and purpose of implementing buy-sell provisions
3. Definitions: Key terms used throughout the agreement including triggering events, fair market value, etc.
4. Transfer Restrictions: Basic restrictions on transfer of shares and exceptions
5. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Purchase Price: Methodology for determining share value and payment terms
7. Funding: Methods for funding purchases, including insurance provisions
1. Right of First Refusal: Company's or other shareholders' right to purchase shares before third-party sale. Used when parties want to control ownership transfers to outsiders
2. Tag-Along Rights: Minority shareholders' right to join in sale of majority stake. Used to protect minority shareholders in case of majority sale
3. Drag-Along Rights: Majority shareholders' right to force minority to join in sale. Used when facilitating potential future sale of company
4. Non-Compete Provisions: Restrictions on competing activities post-sale. Used when protecting business interests is crucial
1. Current Shareholders Schedule: List of current shareholders and their holdings
2. Valuation Methodology: Detailed explanation of agreed valuation method
3. Insurance Policies: Details of life insurance or disability insurance policies funding the agreement
4. Form of Purchase Notice: Template for initiating purchase under the agreement
5. Corporate Documents: Relevant corporate documents including bylaws and articles of incorporation
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