Buy-Sell Agreement between Shareholders of Closely Held Corporation
Stockholders’ Agreement made on the (date), between (Name of Corporation), a
Corporation organized and existing under the laws of the state of (name of state), with its
principal office located at (street address, city, state, zip code), referred to herein as
Corporation, and (Name of Shareholder Alpha), of (street address, city, state, zip code),
referred to herein as Alpha, (Name of Shareholder Beta), of (street address, city, state,
zip code), referred to herein as Beta, and (Name of Shareholder Zeta), of (street
address, city, state, zip code), referred to herein as Zeta. Said Alpha, Beta, and Zeta are
jointly referred to hereinafter as the Shareholders.
Whereas, Corporation is authorized to issue (number) shares of common stock,
with a $_________ par value per share; and
Whereas, (Number) shares of common stock are issued, outstanding, and are
owned by Shareholders as follows:
Names of Shareholders Number of Shares
Total: Outstanding Shares (Number)
Whereas, the parties deem it in their best interest, and in the best interest of the
Corporation, to provide some restrictions on the transfer, purchase, and ownership of the
stock of the Corporation;
Now, therefore, for and in consideration of the matters described above, and of
the mutual benefits and obligations set forth in this Agreement, the parties agree as
I. Definitions. The following definitions apply to this Agreement:
A. Sales price means the greater of the agreed value per share or the book
value per share of stock.
B. Agreed value means $__________ per share of stock. The agreed value
may change periodically, providing that all Shareholders agree to the change in
writing using the form set forth in Exhibit A, which is attached to this Agreement
and incorporated by this reference.
C. Book value means the net worth of Corporation disclosed by the balance
sheet of Corporation, prepared as of the fiscal quarter immediately preceding the
date of sale by Corporation's accountant in accordance with generally accepted
accounting principles. Book value shall include the cash surrender value, though
not the proceeds, of any Corporation-owned insurance policies on the life of a
Shareholder of Corporation.
D. Closing means the date of purchase and sale of stock pursuant to this
E. Sale date means the date triggering a purchase and sale under this
II. Issuance and Transfer of Stock. All stock owned currently or acquired after
execution of this Agreement shall be issued, held, and transferred pursuant to the terms
of this Agreement. Shareholders agree not to dispose of or transfer any stock owned now
or in the future except as provided in this Agreement. Any disposal or transfer of stock in
violation of this Agreement is ineffective.
III. Transfers of Stock during Life of Shareholder
A. A Shareholder shall give written notice to Corporation and to remaining
Shareholders within (number) days of receiving a third party's bona fide written
offer, which the Shareholder plans to accept, to purchase any portion of the
B. Remaining Shareholders have the right to purchase the stock for which the
offer was made in proportion to the number of shares then owned by remaining
Shareholders. Remaining Shareholders may avail themselves of this right by
giving written notice to the selling Shareholder of their election to buy within
(number) days of receiving notice of intent to sell. If any Shareholder fails to
purchase such Shareholder's proportionate shares of offered stock, remaining
Shareholders who have purchased shares shall have the right to proportionately
purchase the unpurchased stock by providing notice of that election to the selling
C. If all offered stock is not purchased pursuant to Paragraph B, Corporation
shall have the right to purchase all or part of the remaining offered stock.
Shareholders and Corporation may take any action required to enable Corporation
to purchase any portion of a Shareholder's stock under the terms of this
Agreement, including creation of a surplus.
1. Corporation may avail itself of the right to purchase offered stock by
giving notice of that election to the selling Shareholder within (number) days
of receipt of the notice given pursuant to Paragraph A of this
2. Purchases and sales pursuant to this Paragraph C shall be at the
prices and terms set forth in the original offer. However, if any term is
omitted from the offer, that term shall be as set forth in Section I of this
Agreement. In a sale of stock by a Shareholder to Corporation, the sale
price shall increase or decrease by an amount equal to any indebtedness
owed seller by Corporation, or any indebtedness owed to Corporation by
3. The selling Shareholder may not participate in determining whether
Corporation will purchase any portion of the offered stock.
4. If all offered stock is not purchased by remaining Shareholders or
Corporation pursuant to the provisions of this Agreement, no offered stock
may be purchased by either Corporation or remaining Shareholders.
Offered stock may then be sold by the selling Shareholder to the third party
at the price and terms in that party's offer.
5. A selling Shareholder may not sell stock at a price or term that differs
from the original offer without first reoffering the offered stock to remaining
Shareholders and Corporation pursuant to the procedures set forth in this
6. In the event of a sale of stock from a Shareholder to another
Shareholder or to Corporation, closing shall occur at a time mutually agreed
on by the parties to the sale. However, closing may not occur later than
(number) days from the sale date. On the sale date, the selling Shareholder
shall deliver the stock to (Name of Attorney), the Attorney for Corporation,
who shall act as the seller's agent. The agent shall hold the stock until full
payment is made, and shall then deliver the stock to the purchaser