Buy-Sell Agreement Between Stockholders printable pdf download

BUY-SELL AGREEMENT BETWEEN STOCKHOLDERS

AGREEMENT made this ___ day of ______, ____, by and between all of the

undersigned shareholders (stockholders) and ______________(Company), a corporation

organized pursuant to the laws of the State of __________, having its principal place of

business at ______________________________(address) (Corporation).

PREAMBLE

WHEREAS, Stockholders each own shares of Corporation’s outstanding capital

stock; and

WHEREAS, Stockholders wish to restrict the transfer of the Corporation’s stock

by providing that the stockholder who wants to sell his tock first offer it for sale to the

Corporation; and

WHEREAS, Stockholders intend to accomplish this by the provisions of this

Agreement.

IT IS AGREED AS FOLLOWS:

1. Buy-Sell. Stockholders will sell their stock in accordance with the provisions of

this Agreement.

2. Consent of Stockholders. If any stockholder wishes to sell all or any part of his

capital stock to a third party and has not received the Corporation’s prior consent

to the sale, he may sell his capital stock only after offering it to the Corporation

on the terms and conditions set out in this Agreement.

3. Offer to Sell Stock. The stockholder desiring to sell all or part of his capital stock

shall notify the Corporation by certified or registered mail, return receipt

requested, or in person at the Corporation’s principal place of business to the

Secretary of the Corporation, that he has a bona fide offer for the sale of the stock.

The notice shall state the name and address of the principal person or entity

making the offer, the number of shares to be sold, the sales price and terms of

payment. The notice must also contain an offer to sell the stock to the Corporation

for the same price and for the same terms of payment as those of the bona fide

offer.

4. Acceptance of Offer to Sell Stock. The Corporation or stockholders shall have the

right to accept the offer or to respond with a counteroffer for a period of 180 days

from the date the sellers notice was received at the principal place of business.

The offer of counteroffer may be accepted only by certified or registered mail,

return receipt requested, addressed to the stockholder desiring to sell the stock.

The acceptance shall be effective upon mailing.

5. Purchase of Stock upon Termination of Employment. For shares of stock issued to

employees for one dollar ($1.00) per share the Corporation shall redeem such

shares for the amount of the purchase price if the employee terminates

employment within the first eighteen months of the date said employee began

employment. If the employee terminates employment during the period beginning

on the first day of the nineteenth month and ending on the last day of the sixtieth

month from the date said employee began employment, then the employee’s stock

Buy-Sell Agreement Between Stockholders