Shareholder Buy-Sell Agreement

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Summary: A Buy-Sell Agreement provides for the buying and selling of the stock in a corporation (usually a small closely held corporation) of a withdrawing shareholder. The shareholder may be withdrawing due to death, disability, wanting to sell, retirement, etc. This shareholder buy-sell agreement benefits both the corporation and its owners and it gives the corporation right-of-first-refusal and gives the shareholder an outlet to share their shares. Add Shareholder Buy-Sell Agreement To Cart

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SHAREHOLDER BUY-SELL AGREEMENT

This agreement is made as of the _____ day of _______________, by and Between ___________________________[NAME OF CORPORATION], a ________________________________________[STATE OF INCORPORATION] corporation (the "corporation"), and _______________________________________[NAMES OF ALL THE SHAREHOLDERS] (collectively, "Shareholders"; individually, a "Shareholder").

Recitals

WHEREAS, the Shareholders are or will be the principal executive officers and sole shareholders of the Corporation, and

WHEREAS, the parties in furtherance of the interests of the Corporation desire to establish consistent and harmonious policies and to assure continuity of management by persons who have a propriety interest in the Corporation and continuity of stock ownership by persons licensed to practice the profession of _____________________[SPECIFY].

NOW, THEREFORE, in consideration of the promises and mutual covenants contained below, the undersigned do agree with each other as follows:

1. Sale of Shares

On the Purchase Date established in this agreement, on the happening of any of the following events:

(a) the death of a Shareholder,

(b) the disqualification of a Shareholder from the practice of __________[TYPE OF PROFESSIONAL PRACTICE],

(c) the permanent disability or incapacity of a Shareholder rendering him or her unable to practice __________[TYPE OF PROFESSIONAL PRACTICE], or

(d) the complete cessation of employment of a Shareholder by the Corporation for any other reason, the Corporation shall purchase and the Shareholder or the estate of the deceased Shareholder shall sell to the Corporation at the price set forth in Paragraph 11, all of the shares in the Corporation legally or beneficially owned by the Shareholder or by his or her estate at the time of the occurrence of any of the above events.

2. Transferability of Shares

To assure the Corporation the benefit of this Agreement, no Shareholder or the Shareholder's heirs, executors, or administrators shall sell, exchange, give, transfer, pledge, hypothecate, or otherwise dispose of any share in the Corporation or any interest in the shares except as provided in this Agreement.

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