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1. Parties: Identification of all parties to the agreement, including the entity and all shareholders/owners
2. Background: Context of the agreement, including current ownership structure and purpose of the buy-sell arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Restrictions on Transfer: General limitations on the transfer of ownership interests
5. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)
6. Purchase Price and Valuation: Methods for determining the purchase price of ownership interests
7. Payment Terms: Terms and conditions for payment, including timing and payment methods
8. Funding Mechanism: Sources of funding for purchases, including insurance provisions if applicable
9. Right of First Refusal: Process and terms for existing owners to purchase shares before third-party sales
10. Mandatory Purchase Events: Circumstances requiring mandatory purchase of ownership interests
11. Closing Procedures: Process and requirements for completing the purchase and sale
12. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority
13. Confidentiality: Provisions protecting confidential information during and after the buy-sell process
14. Dispute Resolution: Procedures for resolving disagreements related to the agreement
15. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Tag-Along Rights: Used when minority shareholders need protection to participate in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders may need to force minority shareholders to join in a sale
3. Special Provisions for Professional Corporations: Required for regulated professions with specific ownership requirements
4. Family Transfer Exceptions: Include when allowing special provisions for transfers to family members
5. Disability Buy-Out Terms: Detailed terms for buyouts triggered by disability, if treated differently from other triggers
6. Cross-Purchase vs. Redemption Election: Include when flexibility is desired in structure of purchase
7. Special Tax Provisions: Include when specific tax planning strategies are part of the agreement
8. Management Transition: Include when leadership transition is part of the buy-sell process
1. Schedule A - Current Ownership Structure: Details of current share ownership and classes of shares
2. Schedule B - Valuation Formula: Specific methodology and calculations for determining company/share value
3. Schedule C - Life Insurance Policies: Details of insurance policies funding the agreement
4. Schedule D - Permitted Transferees: List of pre-approved potential transferees (if any)
5. Schedule E - Form of Purchase Notice: Template for formal notice of intent to purchase/sell
6. Schedule F - Corporate Documents: Relevant corporate documents including shareholders' agreement references
7. Appendix 1 - Consent of Spouses: Required spousal consents and acknowledgments
8. Appendix 2 - Certificate of Independent Legal Advice: Confirmation that parties received independent legal advice
Professional Services
Manufacturing
Technology
Family Business
Retail
Healthcare
Construction
Real Estate
Agriculture
Consulting
Financial Services
Engineering
Architecture
Transportation
Hospitality
Legal
Finance
Executive Leadership
Corporate Governance
Risk Management
Tax
Business Development
Shareholder Relations
Corporate Affairs
Strategic Planning
CEO
Managing Director
Business Owner
Corporate Lawyer
Chief Financial Officer
Tax Director
Risk Manager
Corporate Secretary
Managing Partner
Board Member
Finance Director
Succession Planning Manager
Corporate Governance Officer
Business Development Director
Shareholder Relations Manager
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