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Buy Sell Agreement Between Business Partners
"I need a Buy Sell Agreement Between Business Partners for a Hong Kong tech startup with three equal partners, including specific provisions for insurance-funded buyouts in case of death or disability, and tag-along rights for minority protection."
1. Parties: Identification of all business partners and the company involved in the agreement
2. Background: Context of the agreement, current ownership structure, and purpose of the buy-sell arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale, etc.)
5. Purchase Price and Valuation: Methods for determining the purchase price of shares and valuation procedures
6. Payment Terms: Structure and timing of payments for purchased shares
7. Right of First Refusal: Procedures and timeframes for existing partners to purchase shares before third-party sales
8. Transfer Restrictions: Limitations on share transfers and required approvals
9. Funding Mechanism: Sources of funding for share purchases, including insurance policies if applicable
10. Tag-Along and Drag-Along Rights: Rights of partners to participate in or be required to join in sales
11. Deadlock Resolution: Procedures for resolving business deadlocks between partners
12. Confidentiality: Protection of confidential information during and after the agreement
13. Governing Law and Jurisdiction: Specification of Hong Kong law and jurisdiction
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Life Insurance Provisions: Details of life insurance policies funding share purchases in case of death
2. Disability Insurance Provisions: Specifications for disability insurance and related purchase procedures
3. Family Transfer Exceptions: Special provisions for transfers to family members or family trusts
4. Non-Competition Clause: Restrictions on competing business activities after share sale
5. Intellectual Property Rights: Special provisions for handling IP rights during ownership transfers
6. Tax Provisions: Specific arrangements for handling tax implications of share transfers
7. Management Transition: Procedures for management handover during ownership changes
8. Put and Call Options: Additional rights to force sale or purchase of shares
1. Schedule 1: Current Ownership Structure: Details of current shareholding and ownership percentages
2. Schedule 2: Valuation Formula: Detailed methodology for company/share valuation
3. Schedule 3: Purchase Price Calculation: Step-by-step process for calculating purchase prices
4. Schedule 4: Insurance Policies: List and details of relevant insurance policies
5. Schedule 5: Transfer Notice Form: Standard form for initiating share transfers
6. Schedule 6: Deed of Adherence: Template for new shareholders joining the agreement
7. Appendix A: Company Information: Key company details and registration information
8. Appendix B: Shareholder Contact Details: Contact information for all parties to the agreement
Authors
Professional Services
Manufacturing
Retail
Technology
Financial Services
Real Estate
Construction
Healthcare
Hospitality
Trading
Logistics
Media and Entertainment
Education
Consulting
Legal
Corporate Secretarial
Finance
Executive Management
Risk and Compliance
Corporate Governance
Business Development
Strategy
CEO
Managing Director
Business Owner
Partner
Company Director
Chief Financial Officer
Corporate Lawyer
Company Secretary
Legal Counsel
Business Development Director
Finance Director
Risk Manager
Compliance Officer
Board Member
Shareholder
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