A Wyoming Buy Sell Agreement Between Shareholders and a Corporation is a legally binding contract that outlines the terms and conditions governing the sale and purchase of shares in a corporation located in the state of Wyoming. This agreement is typically entered into by the shareholders of the corporation and sets forth the procedures to be followed in case certain triggering events occur. The main purpose of a Buy Sell Agreement is to ensure an orderly transfer of shares and safeguard the interests of the shareholders and the corporation. It helps establish the mechanism by which shareholders can sell their shares if they choose to exit the company or are forced to do so due to specific events. This agreement can also serve as a protective measure against potential disputes between shareholders, ensuring a clear and fair process for handling share transfers. There can be various types of Buy Sell Agreements between shareholders and a corporation in Wyoming, depending on the triggering events that may lead to a share transfer. Some common types include: 1. Cross-Purchase Agreement: This type of agreement is entered into between individual shareholders, where they agree to purchase the shares of a shareholder who wishes to sell. For example, if a shareholder wants to retire or sell their shares, the remaining shareholders agree to buy those shares proportionately. 2. Redemption Agreement: In this type of agreement, the corporation itself agrees to repurchase the shares of a shareholder who wants to sell. The agreement usually outlines the terms and conditions under which the corporation will buy back the shares, including the purchase price and payment terms. 3. Hybrid Agreement: This agreement combines elements of both cross-purchase and redemption agreements. It allows for both individual shareholders and the corporation to have the option to purchase the shares of a selling shareholder. The Wyoming Buy Sell Agreement typically includes several important provisions. These may include: — Purchase Price: The agreement specifies how the purchase price of the shares will be determined, whether it is based on a predetermined formula, an independent appraisal, or other methods agreed upon by the parties. — Triggering Events: The agreement identifies the events that may trigger a share transfer, such as death, disability, retirement, divorce, bankruptcy, or voluntary sale. This ensures that the agreement is enforceable and effective in relevant scenarios. — Right of First Refusal: The agreement may grant existing shareholders the right of first refusal, allowing them the opportunity to purchase the shares before they are offered to external parties. This provision helps maintain the ownership structure within the corporation and prevents unwanted shareholders from acquiring significant stakes. — Non-Compete Clause: In some cases, a non-compete clause may be included to prevent a selling shareholder from starting or joining a competing business for a specified period of time after the share transfer. — Dispute Resolution: The agreement may contain provisions for resolving any disputes or disagreements that may arise between the parties, such as through arbitration or mediation. It is crucial for all parties involved in a Wyoming Buy Sell Agreement Between Shareholders and a Corporation to seek legal counsel to ensure compliance with state laws and to draft an agreement tailored to their specific needs and circumstances.