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1. Parties: Identification of all parties to the agreement, including current business owners and any other relevant stakeholders
2. Background: Context of the agreement, including business description and purpose of the buy-sell arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)
5. Purchase and Sale Obligations: Rights and obligations of parties to buy or sell their interests upon triggering events
6. Valuation Method: Agreed method for determining the purchase price of business interests
7. Payment Terms: Structure and timing of payments for purchased interests
8. Funding Mechanisms: Methods for funding the purchase (insurance, installments, etc.)
9. Transfer Restrictions: Limitations on transfer of interests and right of first refusal provisions
10. Representations and Warranties: Standard representations about authority, ownership, and business condition
11. Confidentiality: Provisions protecting confidential information during and after the transaction
12. Dispute Resolution: Process for resolving disagreements between parties
13. Governing Law: Specification of applicable law and jurisdiction
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders right to join in sale of majority interests
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in sale
3. Family Transfer Exceptions: Special provisions for transfers to family members, used in family businesses
4. Cross-Purchase vs. Redemption: Specific structure for purchase mechanism, used when multiple shareholders involved
5. Disability Definitions: Detailed disability criteria if disability is a triggering event
6. Competition Restrictions: Non-compete and non-solicitation provisions for selling shareholders
7. Tax Treatment: Specific provisions addressing tax implications of the transaction
8. Management Transition: Provisions for business management during ownership transition
9. Life Insurance Provisions: Detailed terms for life insurance policies funding the agreement
1. Schedule A - Current Ownership Structure: Details of current ownership percentages and classes of shares
2. Schedule B - Valuation Formula: Detailed methodology for calculating business value
3. Schedule C - Insurance Policies: List of insurance policies funding the agreement
4. Schedule D - Company Financial Statements: Recent financial statements used as baseline for valuations
5. Schedule E - Permitted Transfers: List of pre-approved transfer scenarios and recipients
6. Schedule F - Purchase Price Calculation: Template or example of how purchase price will be calculated
7. Schedule G - Payment Terms Matrix: Different payment terms for different triggering events
8. Appendix 1 - Notice Forms: Template forms for various required notices under the agreement
9. Appendix 2 - Valuation Expert Qualifications: Required qualifications for independent valuators
10. Appendix 3 - Share Transfer Forms: Template forms for executing share transfers
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Real Estate
Agriculture
Financial Services
Family-Owned Businesses
Professional Practices
Consulting
Distribution
Transportation
Energy
Mining
Legal
Finance
Executive Leadership
Corporate Governance
Risk Management
Tax Planning
Business Development
Compliance
Corporate Affairs
Treasury
CEO
Business Owner
Managing Director
Corporate Lawyer
Chief Financial Officer
Tax Advisor
Business Succession Planner
Estate Planning Attorney
Corporate Secretary
Managing Partner
Board Director
Shareholder
Financial Controller
Risk Manager
Insurance Advisor
Corporate Governance Officer
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