A Guam Buy Sell or Stock Purchase Agreement Covering Common Stock in a Closely Held Corporation with Option to Fund Purchase through Life Insurance is a legal contract that outlines the terms and conditions for buying or selling common stock in a closely held corporation. The agreement also includes provisions for funding the purchase using life insurance proceeds. This type of agreement is commonly used by shareholders or owners of a closely held corporation to establish a mechanism for the orderly transfer of ownership in the event of certain triggering events such as death, disability, retirement, or voluntary exit. It serves as a safeguard to protect the interests of the remaining shareholders and ensures a smooth transition of ownership. The agreement typically includes the following key provisions: 1. Identification of Parties: The agreement identifies the parties involved, including the shareholders and the corporation. 2. Buy-Sell Provisions: This outlines the conditions triggering a buyout, such as death, disability, or retirement. It also defines the purchase price and the methods for valuing the common stock, such as using a predetermined formula or independent appraisal. 3. Stock Purchase Option: This clause provides the remaining shareholders with the option to buy the departing shareholder's stock. It defines the terms and conditions for exercising this option. 4. Funding the Purchase: The agreement allows for the funding of the purchase through life insurance proceeds. This provision ensures that funds are readily available to facilitate the buyout in the event of a triggering event. 5. Life Insurance Policies: The agreement outlines the requirements for life insurance policies, such as the amount of coverage and the designation of the corporation as the beneficiary. It may also include provisions for policy maintenance and renewals. 6. Terms of Payment: The agreement specifies the payment terms for the buyout, such as lump-sum payment or installment payments over a specified period. 7. Right of First Refusal: This provision grants the corporation or the remaining shareholders the right to match any third-party offer to purchase the departing shareholder's stock before it can be sold to an outsider. 8. Dispute Resolution: The agreement may include mechanisms for resolving disputes, such as mediation or arbitration, to avoid costly litigation. Different variations of this agreement can exist depending on the specific needs and circumstances of the corporation. Some variations may include provisions for different triggering events, distinct valuation methods, or alternative funding options. Overall, a Guam Buy Sell or Stock Purchase Agreement Covering Common Stock in a Closely Held Corporation with Option to Fund Purchase through Life Insurance provides a framework for the orderly transfer of ownership and ensures the financial security of the corporation and its stakeholders in the event of a triggering event.