A Georgia Buy Sell or Stock Purchase Agreement Covering Common Stock in a closely held corporation with an option to fund the purchase through life insurance is a legally binding agreement between the shareholders of a corporation that outlines specific conditions under which the common stock of the corporation may be bought or sold. This agreement also provides an option for the shareholders to fund the purchase through life insurance. In this agreement, the shareholders agree to mutually safeguard their interests and ensure a smooth transition of ownership in the event of certain triggering events such as death, disability, retirement, or voluntary sale of shares. A buy-sell agreement helps protect the corporation and the remaining shareholders by establishing a fair market value for the shares and ensuring that the shares stay within the control of the group of shareholders. The key components of a Georgia Buy Sell or Stock Purchase Agreement frequently include: 1. Identification of Parties: The agreement identifies the shareholders, their respective ownership percentages, and their contact information. 2. Triggering Events: The agreement defines the events that trigger the buy-sell provision, such as death, disability, retirement, or voluntary sale. 3. Valuation Methodology: The agreement details how the price of the stock will be determined in the event of a triggering event. It may include the use of a formula, an independent appraiser, or pre-determined set terms. 4. Funding Mechanism: This agreement provides an option for the shareholders to fund the purchase of the shares through life insurance. Life insurance policies can be structured in a way that provides a cash payout upon the occurrence of a triggering event, allowing the remaining shareholders to buy the shares from the departing shareholder's estate. 5. Right of First Refusal: It establishes a right of first refusal, which means that if a shareholder wishes to sell their shares voluntarily, they must first offer them to the other shareholders at the agreed-upon price before offering them to any third party. 6. Terms and Conditions: The agreement specifies any restrictions on transferability, non-compete clauses, drag-along or tag-along rights, and other relevant terms and conditions. Different types of Georgia Buy Sell or Stock Purchase Agreements may exist based on the specifics of the corporation and the shareholders involved. For example, there may be separate agreements for different classes of shares, or the agreement may vary based on the specific triggering events covered. It is important for the parties involved to consult with qualified legal professionals to draft and review the agreement, ensuring it complies with Georgia state laws and addresses the unique needs and circumstances of the closely held corporation.