Sample Buy Sell Agreement 2 - Free Download
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Sample Buy-Sell Agreement
This Buy-Sell Agreement (“Agreement), is entered into on ______________ at
________________, Arizona between _______________________, an Arizona corporation and
__________________________ (collectively, "Shareholders") with regard to all of the
Corporation's stock outstanding now or in the future. The Corporation and the Shareholders
agree as follows:
Article I. Parties and Purposes
Identity of Parties
1.1. The shareholders named above own all of the outstanding shares of the Corporation.
Protective Purpose of Agreement
1.2 The purpose of this Agreement is to protect the Corporation's management and control from
persons not acceptable to all shareholders. The other purpose is to provide a ready market
in the event of the death, disability or lifetime transfer of shares by a Shareholder.
Article II. Enforcement
Restriction on Transfer
2.1. To accomplish the purposes of this Agreement, any transfer, sale, assignment of any of the
shares of the Corporation, other than according to the terms of this Agreement, is void.
Each Shareholder shall have the right to vote shares held of record and to receive dividends
paid on them until the shares are sold or transferred in accordance with this Agreement.
Legend on Share Certificates
2.2. Each share certificate whether presently owned or subsequently acquired, shall have the
following statement conspicuously printed on its face:
"The transfer, sale, assignment of the shares represented by this certificate is
restricted by a Buy-Sell Agreement among all the Shareholders and the
Corporation dated _________. A copy of the Buy-Sell Agreement is available for
inspection during normal business hours at the principal office of the Corporation.
All the terms and provisions of the Buy-Sell Agreement are incorporated by this
reference and made a part of this certificate."
Article III Voluntary Lifetime Transfer of Shares
3.1. Each Shareholder has the right to transfer shares to another shareholder. A permitted
transferee shall hold the transferred shares subject to all the provisions of this Agreement,
as provided in Section 3.07.
Notice of Proposed Sale
3.2. Except as provided in Section 3.01, any Shareholder wishing to sell his/her shares shall
provide a Notice of Proposed Sale. The notice must specify: