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Shareholder Buy Sell Agreement
"I need a Shareholder Buy-Sell Agreement for a technology startup with three equal shareholders, including specific provisions for disability and retirement, and an insurance-funded purchase mechanism for death events."
1. Parties: Identification of all shareholders and the corporation as parties to the agreement
2. Background: Recitals explaining the context, current share ownership, and purpose of the agreement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Restrictions on Share Transfers: General prohibition on share transfers except as permitted under the agreement
5. Right of First Refusal: Process for offering shares to existing shareholders before selling to third parties
6. Mandatory Sale Events: Triggering events requiring share sale (death, disability, retirement, termination)
7. Valuation Mechanism: Method for determining share price in various transfer scenarios
8. Purchase Terms: Payment terms, timing, and mechanics for share purchases
9. Life Insurance Provisions: Requirements for life insurance policies to fund purchase obligations
10. Drag-Along and Tag-Along Rights: Rights regarding sale to third parties and majority shareholder exits
11. Dispute Resolution: Process for resolving disagreements between shareholders
12. General Provisions: Standard clauses including notices, amendments, governing law, etc.
1. Professional Qualifications: For professional corporations, requirements regarding professional licenses and qualifications
2. Family Transfer Exceptions: Special rules for transfers to family members, used in family businesses
3. Management Provisions: Governance rules and management rights, if not covered in a separate shareholders agreement
4. Non-Competition and Non-Solicitation: Restrictions on competing activities, used when shareholders are active in the business
5. Disability Buy-Out Terms: Specific provisions for disability-triggered purchases, used when shareholders are key employees
6. Shot-Gun Provisions: Forced buy-sell mechanism for deadlock resolution, used in 50-50 ownership situations
7. External Financing Provisions: Rules regarding obtaining financing for share purchases
8. Tax Planning Provisions: Specific structures to optimize tax treatment of share transfers
1. Current Share Ownership: Schedule listing all shareholders and their current shareholdings
2. Share Valuation Formula: Detailed methodology for calculating share value
3. Life Insurance Specifications: Details of required life insurance policies including coverage amounts
4. Permitted Transferees: List of pre-approved potential transferees (e.g., family members, family trusts)
5. Form of Purchase Notice: Template for share purchase notices
6. Form of Offer Notice: Template for third-party offer notices
7. Shareholders' Contact Information: Contact details for notices and communications
8. Certificate of Independent Legal Advice: Forms confirming shareholders received independent legal advice
Authors
Professional Services
Manufacturing
Technology
Family Business
Retail
Healthcare
Construction
Consulting
Real Estate
Agriculture
Transportation
Financial Services
Media and Entertainment
Legal
Finance
Corporate Governance
Tax
Executive Leadership
Board of Directors
Corporate Secretary Office
Business Development
Succession Planning
Risk Management
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
General Counsel
Business Owner
Managing Director
Partner
Board Member
Shareholder
Corporate Director
Finance Director
Tax Director
Business Development Manager
Succession Planning Manager
Corporate Governance Officer
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