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Stock Buy Sell Agreement
"Need a Stock Buy Sell Agreement for my tech startup with three co-founders, specifically including provisions for death, disability, and voluntary departure, with share valuation to be determined by an independent appraiser annually."
1. Parties: Identification of all parties to the agreement, including current shareholders and the company
2. Background: Context of the agreement, current shareholding structure, and purpose of implementing the buy-sell agreement
3. Definitions: Key terms used throughout the agreement including Share, Fair Market Value, Triggering Event, etc.
4. Purchase and Sale of Shares: Core transaction terms including price determination, number of shares, and transfer mechanics
5. Triggering Events: Specific events that activate the buy-sell provisions, such as death, disability, retirement, or voluntary transfer
6. Valuation Method: Detailed methodology for determining share value when a triggering event occurs
7. Payment Terms: Structure and timing of payments, including any installment provisions and security requirements
8. General Provisions: Standard contract provisions including governing law, amendments, notices, and severability
1. Right of First Refusal: Provisions giving existing shareholders or the company priority rights to purchase shares before third-party transfers
2. Tag-Along Rights: Provisions allowing minority shareholders to join in the sale of shares on the same terms as majority shareholders
3. Drag-Along Rights: Provisions enabling majority shareholders to force minority shareholders to join in a sale
4. Insurance Provisions: Terms regarding life insurance policies used to fund the agreement, including policy ownership and beneficiary designations
5. Put and Call Options: Additional rights for shareholders to force purchases or sales under specific circumstances
1. Schedule A - Current Shareholders: List of all current shareholders with their respective shareholdings and percentage ownership
2. Schedule B - Valuation Formula: Detailed methodology and calculations for determining share value
3. Schedule C - Form of Stock Power: Standard form for executing share transfers under the agreement
4. Schedule D - Insurance Schedule: Details of life insurance policies including policy numbers, face values, and beneficiaries
5. Schedule E - Spousal Consent: Forms for spousal acknowledgment and consent to the agreement terms
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