Fill and Sign the Buy Sell Agreement Shareholdersfree Legal Forms

BUY-SELL AGREEMENT THIS AGREEMENT is made this _____ day of ____________, 20___, between ________________, a corporation of the State of _______________, hereafter "Corporation"; and ________________ hereafter "Stockholders", who own all the outstanding capital stock of the Corporation. The purpose of this Agreement is (1) to provide for the sale by a Stockholder during lifetime, or by a deceased Stockholder's Estate, of his interest in the Corporation, and for the purchase of such interest by the Corporation, at a price fairly established; and (2) to provide all or a substantial part of the funds for the purchase. THEREFORE, in consideration of the mutual promises and obligations set forth hereafter, each party hereto agrees as follows: I. At this time, the outstanding capital stock of the Corporation consists of One Hundred (100) shares, and each Stockholder's interest is as follows: ________________ owns Fifty (50) shares; ________________ owns Fifty (50) shares; The Stock Certificates evidencing such shares have been or will be endorsed as follows: "The sale or transfer of this certificate is subject to a Stock Purchase Agreement dated _______________, 20__, a copy of which is on file with the Secretary of the Corporation." While this Agreement is in effect, no Stockholder shall have any right to assign, encumber, or dispose of his stock except as provided herein. The existence of the Agreement, however, shall not affect each Stockholder's right to vote his stock and receive any dividends thereon until such time as he, or his personal representative, has received the purchase price for such stock, as provided herein. II. Upon the death of a Stockholder, his Estate shall sell, and the Corporation shall purchase, all of the shares of stock owned by the Stockholder at the time of his death, for the price and upon the terms provided herein. III. If a Stockholder desires to sell or otherwise dispose of all or any part of his stock during his lifetime, he
Shall make the required written offering, with the requisite amount of cash and stock required by law and any other necessary disclosures, to the stockholders of the corporation at the time of such sale. Stockholders should obtain, or in the case of a corporation where a majority of the stock is held by stockholders, the holders thereof (including if in existence any officers or member of the corporation elected after April 1, 1962, any holder thereof who becomes a stockholder) shall obtain an electronic copy of the offering from the corporation's secretary of the board of directors before such sale and at such time as they may have a reasonable opportunity to read and examine the offer. If no one desires to sell all or a substantial part of his stock, it shall be the duty of the corporation, or its agent if it has more than one agent, to communicate to each stockholder at the time and place of his offering his opportunity to do so, and to provide them with written notice of the time and place of the offering. If after reading such notice, such stockholder, within the time agreed upon by them, shall not exercise any right to sell or otherwise dispose of his stock, then the corporation, or its agent, shall sell all or some part of his stock at the time or times as may be agreed upon by them, with such rights and privileges as may be provided by law or by the corporation's articles or by the terms of the offering. Iv. Upon sale of the stock, as provided in this section, the corporation shall be entitled to receive any cash or other consideration by which the purchase price is determined. If the corporation desires to receive a substantially greater consideration in any event, the corporation or its agent, prior to the exercise of the right to sell all or part of the stock owned by the stockholder, shall provide the stockholder, prior to the execution of the final agreement thereunder, with a statement setting forth the facts concerning the corporation, and such terms and condition and other matters concerning its capital as may be agreed upon by the corporation and the stockholder, as the facts exist at the time of its purchase, together with a fair account of the terms under which its right to sell all or part of the shares of the stock was conferred and other facts. The corporation may also give to the stockholder any notes, debentures or other securities of the corporation or the stockholder, including securities owned by the corporation, to a ratio of one (1) percent per day until the date of the final agreement, but in no.