Sample Buy-Sell Agreement
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10SAMPLE BUY-SELL AGREEMENT
Should be reviewed by an attorney familiar with the laws in your state
before using for your business.
This Buy-Sell Agreement (this "Agreement") is made effective as of
__________________, between and among ___________________________________
(the "Company") and each of the individuals listed on the attached Schedule A (each an
"Owner," and collectively, the "Owners").
The Owners own all of the outstanding common stock of the Company (the "Units"),
and desire to promote and protect their mutual interests and the interests of the Company.
Therefore, the parties hereby agree as follows.
Article I - Sales and Transfers
1. General Transfer Restriction. No Owner (or any party acting on behalf of an Owner)
may sell or transfer any of such Owner's Units, whether now owned or later acquired,
except in accordance with the terms of this Agreement or by the written consent of the
Company and all of the other Owners. Any attempted sale or transfer of any Units (or any
interest in any Units) that violates the terms of this Agreement shall be void and shall not
be binding upon, or recognized by, the Company or the Owners.
a. Sale or Transfer Defined. The phrase "sale or transfer" includes any sale, pledge,
encumbrance, gift, bequest, or other transfer of any Units, whether or not the transfer
would be made (i) for value, or (ii) to another Owner, or (iii) voluntarily or
involuntarily or by operation of law, or (iv) during an Owner's lifetime or upon an
Owner's death.
b. Exception. A sale or transfer of an Owner's Units to a trust that is wholly
revocable by that Owner and for which that Owner is the sole trustee is not a
prohibited sale or transfer. However, any subsequent attempted sale or transfer by the
trustee of such trust shall be subject to all of the terms of this Agreement with the
Owner (and not the trust) deemed as the owner of such Units.
2. Permitted Voluntary Sale or Transfer During Lifetime. Any Owner who wishes to sell
or transfer such Owner's Units must first provide written notice of such intent to each of
the other Owners. Such Owner (a "Seller") shall be deemed to have offered to sell
his/her Units (the "Offered Units") to the other Owners. The notice must state the name
of the party (the "Third Party Purchaser") to whom the Seller wishes to sell or transfer
the Offered Units and the terms of the proposed sale or transfer.
a. First Option to Other Owners. Each of the other Owners shall have thirty (30)
days from the effective date of the notice during which such other Owners may elect
to buy the Offered Units in proportion to their respective ownership of all outstanding
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