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Stockholder's Buy-Sell Agreement
1. Partners (Stockholders). Agreement made [date] between [names of Stockholders].
2. Prohibition on Transfer. No Stockholder shall sell, assign, pledge, or encumber Stockholder's interest in the business trust (Business Trust) without first offering that interest to other Stockholders, or obtaining their consent for such a transaction. Transfers to a spouse are permitted outside of the provisions of this Paragraph 2.
3. Notice. Should a Stockholder receive an offer to buy Stockholder's interest, or desire to offer Stockholder's interest for sale to other Stockholders, Stockholder shall serve notice upon both Business Trust and other Stockholders by registered or certified mail, return receipt requested. This notice shall include the price and terms of the proposed sale or offer to buy.
4. Disability. If a Stockholder should become unable to carry on Stockholder's normal duties, Stockholder's interest shall be sold to remaining Stockholders according to provisions set out in Paragraphs 6 and 7 of this Agreement.
5. Death. When a Stockholder dies, Stockholder's entire interest shall be offered for sale as set out in Paragraphs 6 and 7 of this Agreement.
6. Price. The purchase price for a Stockholder's interest shall be computed at its fair market value as determined by an appraiser selected pursuant to the rules of the American Arbitration Association [or list other criteria, i.e., fixed value, book value, or a formula for valuation].
7. Terms. The terms of payment shall be an initial payment of ........ percent (........%) of the purchase price. Thereafter, [number] installments of ........ dollars ($........) each shall be made.
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [COUNTY]
On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____