An Ohio Buy Sell or Stock Purchase Agreement Covering Common Stock in a Closely Held Corporation with Option to Fund Purchase through Life Insurance is a legally binding document that outlines the terms and conditions for the purchase and sale of common stock in a closely held corporation located in the state of Ohio. This agreement also provides the option to fund the purchase through the use of life insurance policies. This type of agreement is typically used in situations where shareholders of a closely held corporation want to regulate the transfer of common stock in the event of certain triggering events such as death, disability, retirement, or termination of employment. By having this agreement in place, shareholders can establish a clear procedure for the orderly transfer of stock and mitigate potential disputes among the shareholders or their heirs. The agreement often includes several key provisions, including: 1. Purchase and Sale Terms: The agreement specifies the terms under which the common stock can be purchased and sold. This includes the purchase price, payment terms, and any conditions or restrictions on the sale. 2. Triggering Events: The agreement outlines the events that will trigger the buyout of a shareholder's stock, such as death, disability, retirement, or termination of employment. Each triggering event may have different terms and conditions for the sale of the stock. 3. Valuation Methodology: The agreement sets out the methodology for determining the fair market value of the common stock at the time of the triggering event. This typically involves the use of an independent appraiser or an agreed-upon formula. 4. Funding Mechanism: One unique feature of this type of agreement is the option to fund the purchase of the stock through life insurance policies. Shareholders may agree to purchase life insurance policies on each other's lives, with the proceeds used to buy the deceased shareholder's stock. This helps ensure that the necessary funds are available for the purchase and simplifies the process. 5. Right of First Refusal: The agreement may include a provision that grants existing shareholders the right of first refusal to purchase the stock before it is offered to external parties. This helps maintain the stability and control of the closely held corporation. It is important to note that there may be variations or different types of Ohio Buy Sell or Stock Purchase Agreements Covering Common Stock in Closely Held Corporations with the Option to Fund Purchase through Life Insurance, depending on the specific needs and preferences of the shareholders involved. These may include variations in triggering events, valuation methodologies, or funding mechanisms.