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Entity Buy Sell Agreement
"I need an Entity Buy Sell Agreement for my technology startup with three co-founders, incorporating insurance-funded purchase provisions and specific valuation methods for intellectual property assets in case any founder exits or becomes incapacitated."
1. Parties: Identification of all parties to the agreement, including current shareholders/owners
2. Background: Context of the agreement, current ownership structure, and purpose
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement
4. Buy-Sell Trigger Events: Events that trigger the buy-sell provisions (death, disability, retirement, voluntary departure, etc.)
5. Valuation Mechanism: Method for determining the purchase price of shares/interests
6. Purchase and Sale Obligations: Rights and obligations of parties when a trigger event occurs
7. Payment Terms: Structure and timing of payments, including any installment arrangements
8. Funding Mechanisms: Sources of funding for purchases, including insurance policies if applicable
9. Transfer Procedure: Process for executing the transfer of shares/interests
10. Confidentiality: Obligations regarding confidential information
11. Dispute Resolution: Procedures for resolving disputes between parties
12. General Provisions: Standard boilerplate clauses including governing law, notices, and amendments
1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares on same terms as majority shareholders
2. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in the sale
3. Non-Compete Provisions: Added when there's a need to restrict parties from competing after selling their interests
4. Third Party Finance: Included when external financing is part of the purchase arrangement
5. Family Law Provisions: Used when protection against family law claims is required
6. Cross-Border Provisions: Added when parties or operations involve multiple jurisdictions
7. Special Industry Requirements: Included for regulated industries with specific compliance requirements
1. Schedule 1 - Current Ownership Structure: Details of current shareholdings and ownership percentages
2. Schedule 2 - Valuation Formula: Detailed methodology for business/share valuation
3. Schedule 3 - Insurance Policies: Details of life insurance or other policies funding the agreement
4. Schedule 4 - Transfer Notice: Pro-forma notice for triggering the buy-sell provisions
5. Schedule 5 - Deed of Accession: Template for new parties to join the agreement
6. Schedule 6 - Company Information: Key company details, assets, and financial information
7. Schedule 7 - Required Consents: List of third-party consents required for transfers
8. Appendix A - Calculation Examples: Examples of how the valuation formula works in practice
Authors
Business
Business Day
Buy-Sell Event
Buyer
Call Option
Company
Completion
Completion Date
Confidential Information
Continuing Shareholders
Default Event
Departing Shareholder
Disability
Effective Date
Eligible Purchaser
Encumbrance
Entity
Fair Market Value
Financial Year
Funding Amount
Group
Independent Valuer
Insolvency Event
Insurance Policy
Insurance Proceeds
Interest Rate
Life Insurance
Notice
Notice Period
Option Period
Permanent Incapacity
Purchase Price
Put Option
Qualifying Insurance Policy
Related Body Corporate
Related Party
Relevant Interest
Sale Interest
Securities
Seller
Share Capital
Shareholders
Shareholders Agreement
Shares
Subscription Price
Subsidiary
Transfer Notice
Trigger Event
Valuation Date
Valuation Method
Voluntary Transfer
Definitions
Purchase Obligation
Sale Obligation
Trigger Events
Valuation
Payment Terms
Transfer Process
Insurance Funding
Option Rights
Tag-Along Rights
Drag-Along Rights
Share Transfer Restrictions
Right of First Refusal
Completion Requirements
Notice Requirements
Confidentiality
Non-Competition
Dispute Resolution
Default Events
Remedies
Warranties
Representations
Tax Matters
Governing Law
Insurance Requirements
Shareholder Obligations
Entity Obligations
Amendment Process
Termination Rights
Succession Rights
Regulatory Compliance
Foreign Investment
Assignment
General Provisions
Severability
Entire Agreement
Force Majeure
Costs and Expenses
Notices
Professional Services
Manufacturing
Retail
Technology
Healthcare
Construction
Financial Services
Agriculture
Mining
Real Estate
Hospitality
Transport and Logistics
Education
Media and Communications
Legal
Finance
Corporate Advisory
Risk Management
Compliance
Executive Leadership
Company Secretariat
Tax
Business Development
Corporate Strategy
Chief Executive Officer
Managing Director
Company Director
Business Owner
Chief Financial Officer
Corporate Lawyer
General Counsel
Company Secretary
Business Development Manager
Risk Manager
Financial Controller
Tax Manager
Succession Planning Advisor
Corporate Advisory Manager
Compliance Officer
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