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Shareholder Buy Sell Agreement
"I need a Shareholders Buy-Sell Agreement for my Hong Kong tech startup with 4 co-founders, including provisions for insurance-funded share purchase upon death or disability, and specific valuation methods based on revenue multiples for voluntary exits."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, current shareholding structure, and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Transfer Restrictions: General restrictions on transfer of shares and exceptions
5. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, termination of employment, etc.)
6. Right of First Refusal: Process and terms for existing shareholders to purchase shares before third-party sales
7. Valuation Mechanism: Method for determining share price when trigger events occur
8. Payment Terms: Terms and conditions for payment of purchase price, including installment options
9. Funding Mechanism: Methods for funding share purchases, including insurance policies if applicable
10. Deadlock Resolution: Procedures for resolving disputes between shareholders
11. Confidentiality: Obligations regarding confidential information
12. Notices: Process for giving formal notices under the agreement
13. General Provisions: Standard boilerplate clauses including governing law, amendments, and entire agreement
1. Tag-Along Rights: Used when minority shareholders need protection to join in sales by majority shareholders
2. Drag-Along Rights: Include when majority shareholders may need to force minorities to join in a sale
3. Put and Call Options: Add when shareholders want specific rights to force sales or purchases
4. Non-Compete Provisions: Include when shareholders are involved in business operations and post-exit restrictions are needed
5. Family Transfer Exceptions: Include when allowing special provisions for transfers to family members
6. Cross-Purchase vs. Redemption: Add when providing flexibility in whether the company or other shareholders purchase shares
7. Key Person Insurance: Include when insurance is used to fund purchases upon death
8. Mandatory Offer Provisions: Add when requiring shareholders reaching certain ownership thresholds to make offers for remaining shares
1. Current Shareholding Schedule: Details of current shareholders and their shareholdings
2. Share Valuation Formula: Detailed methodology for calculating share value
3. Insurance Policies: Details of any insurance policies funding the agreement
4. Form of Transfer Notice: Standard form for notifying intention to transfer shares
5. Deed of Adherence: Template for new shareholders to become bound by the agreement
6. Company Information: Key company details including registration number, registered office
7. Competing Business List: Definition of competing businesses if non-compete provisions included
8. Payment Terms Schedule: Detailed payment structures for different trigger events
Authors
Technology
Manufacturing
Professional Services
Retail
Real Estate
Financial Services
Healthcare
Education
Construction
Media and Entertainment
Food and Beverage
Consulting
Family Businesses
Start-ups
Small and Medium Enterprises
Legal
Finance
Corporate Secretarial
Compliance
Executive Management
Board of Directors
Corporate Governance
Risk Management
Business Development
Investment Relations
Chief Executive Officer
Chief Financial Officer
Company Secretary
Legal Counsel
Corporate Lawyer
Managing Director
Board Director
Shareholder
Finance Director
Business Owner
Compliance Officer
Corporate Governance Officer
General Counsel
Partner
Founder
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