A Wisconsin Shareholders' Agreement with a Buy-Sell Agreement allowing the Corporation the First Right of Refusal to Purchase the Shares of a Deceased Shareholder is a legally binding contract that outlines the terms and conditions regarding the sale of shares in a corporation in the event of a shareholder's death. This agreement ensures that the beneficiaries of the deceased shareholder have the option to sell their inherited shares to the corporation before exploring other potential buyers. Under this agreement, the corporation is given the first right to purchase the shares of the deceased shareholder. This provision is designed to maintain the stability and control of the corporation by preventing the shares from being sold to an outside party without the corporation's knowledge or consent. There can be different variations of this type of agreement with varying terms and conditions, including: 1. Share Purchase Agreement: This agreement specifies the procedures, terms, and conditions under which the corporation has the option to purchase the shares of a deceased shareholder. It typically outlines the pricing mechanism, timeline, and other relevant details for the share transfer. 2. Right of First Refusal Agreement: This agreement grants the corporation the preemptive right to purchase the shares of a deceased shareholder before they are offered to any other potential buyers. It ensures that the corporation has the opportunity to maintain its existing ownership structure and control. 3. Option Agreement: This agreement grants the corporation the option to buy the shares of a deceased shareholder, but it is not obligatory. It allows the corporation to decide whether to exercise its right to purchase the shares within a specified timeframe. In Wisconsin, the exact terms and provisions of a Shareholders' Agreement with a Buy-Sell Agreement Allowing Corporation the First Right of Refusal to Purchase the Shares of a Deceased Shareholder may vary depending on the specific needs and requirements of the shareholders and the corporation. It is crucial for all parties involved to seek legal advice and ensure that the agreement aligns with Wisconsin state laws and regulations.