Houston Texas Acuerdo de compra venta o compra de acciones que cubre acciones ordinarias en una corporación cerrada con opción de financiar la compra a través de un seguro de vida - Buy Sell or Stock Purchase Agreement Covering Common Stock in Closely Held Corporation with Option to Fund Purchase through Life Insurance

• Category: Compra Venta - Compra de Acciones - Sociedades Anónimas
• State: Multi-State
• City: Houston
• Control #: US-00455BG
• Format: Word

Description

This form is set up as a Buy Sell Agreement between the Corporation and a key shareholder. It applies in the case of the death, disability, retirement or offer of shareholder to sell the stock during his lifetime. Title: Houston Texas Buy Sell or Stock Purchase Agreement Covering Common Stock in Closely Held Corporation with Option to Fund Purchase through Life Insurance Overview: In Houston, Texas, a buy-sell or stock purchase agreement covering common stock in closely held corporations with the option to fund purchase through life insurance allows shareholders to plan for the future transfer of ownership interests when specific triggering events occur. These agreements provide a structured and legally binding framework to ensure a smooth transition of ownership, protect the rights of shareholders, and mitigate potential disputes. Key Components of Houston Texas Buy Sell or Stock Purchase Agreement: 1. Definition of Triggering Events: — Clearly defined triggering events include death, disability, retirement, resignation, bankruptcy, divorce, or any agreed-upon event that activates the buy-sell agreement. — The agreement outlines the specific circumstances triggering the agreement and the rights and obligations of the parties involved. 2. Purchase Price Determination: — The agreement specifies how the purchase price for the shares will be determined, ensuring fair market value or a predetermined formula as the basis for pricing. — Various valuation methods like book value, earnings, or sales multiples may be used to ascertain the share's worth. 3. Life Insurance as a Funding Mechanism: — The agreement includes provisions allowing the purchasing party to acquire life insurance policies on the lives of the shareholders involved. — The policies provide funding to facilitate the purchase of the shares from the estate of a deceased shareholder, ensuring a timely transition. 4. Share Transfer Process: — The agreement outlines the circumstances in which the shares can be transferred, detailing the process to transfer shares, transfer restrictions, and any consent requirements from other shareholders or the corporation. — The agreement may include a right of first refusal, giving existing shareholders the opportunity to purchase the shares before considering external buyers. Different Types of Houston Texas Buy Sell or Stock Purchase Agreements: 1. Cross-Purchase Agreement: — In this agreement, individual shareholders directly purchase the shares from the selling shareholder or their estate. — Each shareholder is responsible for holding a life insurance policy on the lives of all other shareholders. 2. Stock Redemption Agreement: — This agreement involves the company itself purchasing the shares from the selling shareholder or their estate. — The company holds life insurance policies on the lives of each shareholder to fund the purchase. 3. Hybrid Agreement: — A hybrid agreement combines elements of both cross-purchase and stock redemption agreements to suit specific shareholder arrangements and circumstances. — Shareholders decide which method best suits their interests, balancing simplicity, tax considerations, and future planning. Conclusion: A Houston Texas Buy Sell or Stock Purchase Agreement, whether in the form of a cross-purchase, stock redemption, or hybrid agreement, provides shareholders in closely-held corporations with a structured mechanism to navigate future ownership transfers. Incorporating life insurance as a funding option ensures timely and efficient share purchases, promoting the long-term stability and continuity of the corporation.

Title: Houston Texas Buy Sell or Stock Purchase Agreement Covering Common Stock in Closely Held Corporation with Option to Fund Purchase through Life Insurance Overview: In Houston, Texas, a buy-sell or stock purchase agreement covering common stock in closely held corporations with the option to fund purchase through life insurance allows shareholders to plan for the future transfer of ownership interests when specific triggering events occur. These agreements provide a structured and legally binding framework to ensure a smooth transition of ownership, protect the rights of shareholders, and mitigate potential disputes. Key Components of Houston Texas Buy Sell or Stock Purchase Agreement: 1. Definition of Triggering Events: — Clearly defined triggering events include death, disability, retirement, resignation, bankruptcy, divorce, or any agreed-upon event that activates the buy-sell agreement. — The agreement outlines the specific circumstances triggering the agreement and the rights and obligations of the parties involved. 2. Purchase Price Determination: — The agreement specifies how the purchase price for the shares will be determined, ensuring fair market value or a predetermined formula as the basis for pricing. — Various valuation methods like book value, earnings, or sales multiples may be used to ascertain the share's worth. 3. Life Insurance as a Funding Mechanism: — The agreement includes provisions allowing the purchasing party to acquire life insurance policies on the lives of the shareholders involved. — The policies provide funding to facilitate the purchase of the shares from the estate of a deceased shareholder, ensuring a timely transition. 4. Share Transfer Process: — The agreement outlines the circumstances in which the shares can be transferred, detailing the process to transfer shares, transfer restrictions, and any consent requirements from other shareholders or the corporation. — The agreement may include a right of first refusal, giving existing shareholders the opportunity to purchase the shares before considering external buyers. Different Types of Houston Texas Buy Sell or Stock Purchase Agreements: 1. Cross-Purchase Agreement: — In this agreement, individual shareholders directly purchase the shares from the selling shareholder or their estate. — Each shareholder is responsible for holding a life insurance policy on the lives of all other shareholders. 2. Stock Redemption Agreement: — This agreement involves the company itself purchasing the shares from the selling shareholder or their estate. — The company holds life insurance policies on the lives of each shareholder to fund the purchase. 3. Hybrid Agreement: — A hybrid agreement combines elements of both cross-purchase and stock redemption agreements to suit specific shareholder arrangements and circumstances. — Shareholders decide which method best suits their interests, balancing simplicity, tax considerations, and future planning. Conclusion: A Houston Texas Buy Sell or Stock Purchase Agreement, whether in the form of a cross-purchase, stock redemption, or hybrid agreement, provides shareholders in closely-held corporations with a structured mechanism to navigate future ownership transfers. Incorporating life insurance as a funding option ensures timely and efficient share purchases, promoting the long-term stability and continuity of the corporation.

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.