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Shareholder Buy Sell Agreement
"Need a Shareholder Buy Sell Agreement for our family-owned manufacturing business in Amsterdam, with 5 family shareholders, including specific provisions for succession planning and life insurance funding for share purchases upon death or retirement, to be implemented by March 2025."
1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company details and purpose of the buy-sell arrangements
3. Definitions: Definitions of key terms used throughout the agreement
4. Transfer Restrictions: General prohibition on share transfers except as permitted under the agreement
5. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, termination of employment, etc.)
6. Purchase Price and Valuation: Methods for determining the share price and valuation procedures
7. Payment Terms: Terms and conditions for payment of the purchase price, including installment options
8. Right of First Refusal: Procedures for offering shares to existing shareholders before external sales
9. Tag-Along Rights: Rights of minority shareholders to join in sale of majority stakes
10. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale
11. Transfer Procedures: Detailed procedures for executing share transfers
12. Representations and Warranties: Standard assurances from all parties regarding their capacity and authority
13. Confidentiality: Provisions regarding confidential treatment of company information
14. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Life Insurance Provisions: Required when life insurance is used to fund buy-out obligations upon death
2. Family Transfer Exceptions: Used when allowing special provisions for transfers to family members
3. Disability Provisions: Detailed provisions for handling share transfers in case of permanent disability
4. Non-Competition: Restrictions on competing activities after selling shares, particularly relevant for active shareholders
5. Management Provisions: Required when shareholders have specific management rights or obligations
6. Put and Call Options: Optional mechanisms for forced purchases or sales under specific circumstances
7. Dispute Resolution: Alternative dispute resolution procedures, such as mediation or arbitration
8. Tax Matters: Special provisions for tax-efficient transfers or specific tax treatment
9. Share Pledge Arrangements: Required when shares are pledged as security for payment obligations
1. Schedule 1 - Current Shareholdings: Details of current shareholders and their shareholdings
2. Schedule 2 - Valuation Formula: Detailed methodology for calculating share value
3. Schedule 3 - Form of Deed of Adherence: Template for new shareholders to become bound by the agreement
4. Schedule 4 - Transfer Notice: Template for notifying intent to transfer shares
5. Schedule 5 - Company Information: Key company details including registration number, address, and directors
6. Appendix A - Life Insurance Details: Details of life insurance policies if relevant to the buy-sell funding
7. Appendix B - Competing Business Definition: Detailed description of what constitutes competing business if non-compete provisions apply
8. Appendix C - Valuation Expert Guidelines: Guidelines for appointment and instructions to independent valuators
Authors
Technology
Manufacturing
Professional Services
Retail
Healthcare
Real Estate
Financial Services
Construction
Agriculture
Energy
Transportation
Media and Entertainment
Education
Hospitality
Legal
Finance
Corporate Secretariat
Executive Leadership
Board of Directors
Compliance
Corporate Development
Investment
Shareholder Relations
CEO
Managing Director
Chief Financial Officer
General Counsel
Corporate Secretary
Board Member
Finance Director
Legal Counsel
Corporate Lawyer
Compliance Officer
Business Owner
Shareholder
Partner
Investment Manager
Private Equity Manager
Company Director
Head of Legal
Corporate Development Manager
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