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Shareholder Buy Sell Agreement
"Need a Shareholder Buy Sell Agreement for our technology startup with five founding shareholders, including provisions for life insurance funding and specific valuation methods for intellectual property assets."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and current shareholding structure
3. Definitions: Key terms used throughout the agreement
4. Transfer Restrictions: General restrictions on share transfers
5. Triggering Events: Events that trigger buy-sell provisions (death, disability, retirement, etc.)
6. Valuation Mechanism: Method for determining share price upon triggering events
7. Payment Terms: Terms and conditions for purchase payments
8. Governing Law: Specification of English and Welsh law governance
1. Insurance Provisions: Details of life insurance policies funding share purchases
2. Tag-Along Rights: Rights of minority shareholders to join in sale
3. Drag-Along Rights: Rights to force minority shareholders to join sale
4. Right of First Refusal: Rights of existing shareholders to purchase before third parties
1. Current Shareholding Schedule: Details of current share ownership
2. Valuation Formula: Detailed methodology for share valuation
3. Insurance Policies: Details of relevant insurance policies
4. Form of Transfer Notice: Standard form for initiating share transfers
5. Deed of Adherence: Template for new shareholders joining agreement
Authors
Articles of Association
Board
Business Day
Company
Compulsory Transfer Event
Completion
Completion Date
Consideration
Death
Disability
Encumbrance
Fair Market Value
Group
Insolvency Event
Insurance Policy
Parties
Purchase Notice
Purchase Price
Purchaser
Retirement
Sale Notice
Seller
Share Transfer
Shares
Shareholder
Surviving Shareholders
Transfer Notice
Triggering Event
Valuation Date
Valuation Mechanism
Voluntary Transfer
Right of First Refusal
Compulsory Transfer Provisions
Permitted Transfers
Triggering Events
Valuation
Payment Terms
Purchase Procedure
Funding Mechanisms
Insurance Provisions
Tag-Along Rights
Drag-Along Rights
Share Certificates
Confidentiality
Non-Competition
Dispute Resolution
Deadlock Resolution
Notices
Assignment
Termination
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
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