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Shareholder Buy Sell Agreement
"Need a Shareholder Buy Sell Agreement for our technology startup with 5 founders, incorporating insurance-funded purchase provisions and specific valuation methods for our intellectual property-heavy business, with completion targeted for March 2025."
1. Parties: Identifies all shareholders and the company as parties to the agreement
2. Background: Sets out the context of the agreement, current shareholding structure, and purpose of the buy-sell provisions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Transfer Restrictions: General restrictions on share transfers and requirements for compliance with this agreement
5. Trigger Events: Defines events that trigger the buy-sell provisions (death, disability, retirement, termination of employment, etc.)
6. Purchase Price and Valuation: Methodology for determining share value when trigger events occur
7. Purchase and Sale Procedures: Detailed procedures for implementing the buy-sell provisions, including notices, timelines, and closing requirements
8. Payment Terms: Terms for payment of purchase price, including installment provisions if applicable
9. Funding Obligations: Sources of funding for share purchases and parties' obligations to maintain funding
10. Default Provisions: Consequences and remedies for failure to comply with agreement obligations
11. General Provisions: Standard contractual provisions including amendments, notices, governing law, etc.
1. Insurance Provisions: Detailed requirements for life/disability insurance policies when insurance funding is used for buy-sell obligations
2. Right of First Refusal: Procedures for offering shares to existing shareholders before external sales, if this additional restriction is desired
3. Tag-Along Rights: Provisions allowing minority shareholders to join in sales to third parties on same terms as majority shareholders
4. Drag-Along Rights: Provisions allowing majority shareholders to force minority shareholders to join in sales to third parties
5. Special Provisions for Family Members: Additional rules for transfers to family members or family trusts
6. Put and Call Options: Optional rights for shareholders to force purchases or sales in specific circumstances
7. Competition and Confidentiality: Restrictions on competing activities and protection of confidential information, if not covered in separate agreements
1. Schedule 1: Current Shareholdings: Details of current shareholders and their shareholdings
2. Schedule 2: Valuation Methodology: Detailed methodology for calculating share value, including specific formulas or procedures
3. Schedule 3: Insurance Policies: Details of insurance policies held for funding buy-sell obligations
4. Schedule 4: Deed of Adherence: Form of deed for new shareholders to become bound by the agreement
5. Schedule 5: Notice Forms: Template forms for various notices required under the agreement
6. Schedule 6: Share Transfer Form: Standard form for documenting share transfers under the agreement
Authors
Board
Business
Business Day
Company
Companies Act
Completion Date
Compulsory Transfer Event
Confidential Information
Default Event
Defaulting Shareholder
Directors
Disability
Encumbrance
Fair Market Value
Financial Year
Good Leaver
Insolvency Event
Insurance Policy
Insurance Proceeds
Intellectual Property
Life Insurance
Non-Defaulting Shareholders
Notice
Offer Notice
Offer Period
Parties
Permanent Disability
Purchase Price
Qualified Valuer
Related Company
Relevant Interest
Right of First Refusal
Sale Shares
Shareholder
Shareholders' Resolution
Shares
Special Resolution
Tag-Along Rights
Transfer
Transfer Notice
Trigger Event
Valuation Date
Valuation Method
Voluntary Transfer
Interpretation
Transfer Restrictions
Right of First Refusal
Mandatory Transfers
Voluntary Transfers
Trigger Events
Valuation
Purchase Price
Payment Terms
Share Transfer Procedure
Insurance Provisions
Tag-Along Rights
Drag-Along Rights
Default
Remedies
Notices
Confidentiality
Non-Competition
Representations and Warranties
Amendment
Assignment
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Termination
Costs
Further Assurance
Professional Services
Manufacturing
Technology
Retail
Healthcare
Construction
Agriculture
Financial Services
Family Businesses
Start-ups
Small and Medium Enterprises
Professional Practices
Hospitality
Real Estate
Legal
Finance
Corporate Secretariat
Executive Leadership
Board of Directors
Risk Management
Compliance
Corporate Advisory
Business Development
Chief Executive Officer
Managing Director
Company Director
Chief Financial Officer
Company Secretary
Corporate Lawyer
General Counsel
Business Owner
Shareholder
Financial Controller
Corporate Advisory Manager
Business Development Manager
Partner (Professional Services)
Board Member
Trustee
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