A Fairfax Virginia Buy Sell Agreement Between Shareholders and a Corporation is a legal document that outlines the terms and conditions for the purchase or sale of shares in a corporation located in Fairfax, Virginia. This agreement serves as a protection mechanism for both the corporation and its shareholders in the event of certain triggering events such as the death, disability, retirement, or voluntary departure of a shareholder. In this jurisdiction, there are several types of Buy Sell Agreements commonly used: 1. Cross-Purchase Agreement: This type of agreement enables the remaining shareholders to purchase the shares of a departing shareholder. Each shareholder agrees to buy a proportionate share of the departing shareholder's stock, typically based on their ownership percentage. 2. Redemption Agreement: In a Redemption Agreement, the corporation itself has the right and obligation to buy back the departing shareholder's stock. The remaining shareholders' ownership percentages increase proportionately as a result of the redemption. 3. Hybrid Agreement: A Hybrid Agreement combines the elements of both cross-purchase and redemption agreements. It offers flexibility in determining whether the corporation or the individual shareholders will be responsible for purchasing the departing shareholder's stock. Key provisions included in a Fairfax Virginia Buy Sell Agreement Between Shareholders and a Corporation may encompass: — Purchase Price: The agreement will specify the method of valuing the shares to determine the purchase price, such as fair market value or a pre-determined formula. — Triggering Events: The events that will trigger the buy-sell provisions, such as death, disability, retirement, or voluntary departure of a shareholder. — Right of First Refusal: The agreement may grant shareholders the right of first refusal to purchase the shares before they can be sold to an external party. — Payment Terms: The agreement will outline the terms of payment, whether it is a lump-sum payment, installment payments, or through a loan. — Non-Compete and Non-Disclosure: To protect the interests of the corporation, shareholders may be required to agree to non-compete and non-disclosure clauses to prevent them from starting similar businesses or sharing sensitive information with competitors. — Dispute Resolution: The agreement may include provisions for resolving potential disputes, such as through mediation or arbitration, to avoid costly and time-consuming litigation. Overall, a Fairfax Virginia Buy Sell Agreement Between Shareholders and a Corporation is a crucial legal document that provides clarity and security to shareholders and the corporation itself. It ensures a smooth transition in ownership and minimizes potential conflicts while protecting the best interests of both parties involved.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.