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Shareholders' Agreement with Buy-Sell Agreement Allowing Corporation the First Right of Refusal to Purchase the Shares of Deceased Shareholder

A corporation whose shares are held by a single shareholder or a closely-knit group of shareholders (such as a family) is known as a close corporation. The shares of stock are not traded publicly. Many of these types of corporations are small firms that in the past would have been operated as a sole proprietorship or partnership, but have been incorporated in order to obtain the advantages of limited liability or a tax benefit or both. A buy-sell agreement is an agreement between the owners (shareholders) of a firm, defining their mutual obligations, privileges, protections, and rights. This form is a generic example that may be referred to when preparing such a form for your particular state. It is for illustrative purposes only. Local laws should be consulted to determine any specific requirements for such a form in a particular jurisdiction.
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Shareholders? Agreement with Buy-Sell Agreement Allowing Corporation the First Right of Refusal to Purchase the Shares of Deceased Shareholder should the Beneficiaries of the Deceased Shareholder Desire to Sell such Shares Agreement made this _________________ (date), between _______________________ (Name of Corporation), a corporation organized and existing under the laws of ________________ (name of state), with its principal office located at _____________________________________________________________ ________________ (street address, city, state, zip code), referred to herein as Corporation; _____________________ (Name of First Shareholder), of ___________ _____________________________________________________________________ (street address, city, state, zip code), referred to herein as First Shareholder; and _________________________ (Name of Second Shareholder), of _______________ ______________________________________________________________ (street address, city, state, zip code), referred to herein as Second Shareholder. Whereas, Corporation is authorized to issue ________ (number) shares of common stock, with a $____________ par value per share. __________ (Number) of shares of common stock are issued, outstanding, and are owned by Shareholder as follows:

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