A Mississippi Buy Sell Agreement Between Shareholders and a Corporation is a legally binding contract that outlines the terms and conditions for the sale or transfer of shares between the shareholders and the corporation. This agreement ensures smooth ownership transitions and helps protect the interests of both parties involved in the transaction. The agreement typically includes various clauses and provisions that address the different scenarios in which the sale or transfer of shares may occur. Some key elements covered in the agreement include the following: 1. Parties involved: The names and contact details of the shareholders and the corporation are usually mentioned at the beginning of the agreement. 2. Buyout triggers: The agreement specifies the events that can trigger a buyout, such as death, disability, retirement, voluntary sale, or termination of a shareholder, among others. This offers clarity on when shareholders have the right or obligation to sell their shares. 3. Valuation of shares: The methods for determining the fair market value of the shares are outlined. This can include appraisal processes, formulas, or predetermined price calculations agreed upon by the parties. The agreement may also establish the frequency at which valuations should be performed. 4. Offer and acceptance process: The agreement sets forth how a selling shareholder should notify the corporation or other shareholders of their intention to sell. It also establishes the procedure for the corporation or remaining shareholders to accept or decline the offer. 5. Funding mechanisms: To facilitate the buyout, the agreement may detail the different funding mechanisms that can be utilized. This can include cash payments, installment payments, promissory notes, borrowing against corporate assets, or a combination of these methods. 6. Restrictions on transfer: The agreement may impose restrictions on transferring shares to third parties, ensuring that existing shareholders have the first right of refusal. This helps maintain control and stability within the corporation. 7. Dispute resolution: A process for resolving disputes arising from the agreement is usually established, which could include arbitration or mediation before resorting to litigation. 8. Termination: The agreement should outline the circumstances under which the agreement may terminate and the resulting consequences, such as the obligation to buy back shares by the corporation or other shareholders. Different types of Buy Sell Agreements in Mississippi can include cross-purchase agreements and redemption agreements. A cross-purchase agreement allows individual shareholders to buy the shares of a departing or deceased shareholder directly, while a redemption agreement enables the corporation to buy back the shares from the exiting shareholder. Overall, a Mississippi Buy Sell Agreement Between Shareholders and a Corporation provides a comprehensive framework for the orderly transfer of ownership in a corporation, preserving the rights and interests of both parties involved. It is essential for shareholders and corporations to carefully consider their specific needs and consult legal professionals specializing in business and corporate law while drafting or entering into such agreements.