A Harris Texas Buy Sell Agreement Between Shareholders and a Corporation is a legal document that outlines the terms and conditions for the sale and purchase of shares between shareholders and a corporation in Harris County, Texas. This agreement serves as a form of protection for both the shareholders and the corporation, ensuring a fair and orderly transfer of shares while maintaining the stability and continuity of the company. This agreement commonly includes various provisions, such as: 1. Share Purchase Rights: The agreement specifies the circumstances under which shareholders can buy or sell their shares, such as upon death, disability, retirement, or voluntary resignation. It may also include preemptive rights, giving existing shareholders the first opportunity to purchase any newly issued shares before they are offered to external parties. 2. Valuation Methods: The agreement outlines the methods for determining the fair value of the shares, ensuring an objective assessment. Common valuation methods include book value, earnings multiples, fair market value, or a combination thereof. 3. Offer and Acceptance Process: It details the process by which a shareholder makes an offer to sell their shares and how the corporation can accept or reject the offer. It may also specify the timelines within which the transaction must be completed. 4. Purchase Funding: The agreement addresses the financial aspects of the transaction, such as the payment terms, financing options, and the allocation of purchase price between cash, seller financing, or other means. 5. Restrictive Covenants: Shareholder agreements often include non-compete clauses or other restrictive covenants to protect the corporation's interests and prevent shareholders from engaging in activities that might be detrimental to the company. 6. Dispute Resolution: The agreement contains provisions for resolving any disputes that may arise between the shareholders and the corporation, such as through mediation, arbitration, or litigation. Different types of Harris Texas Buy Sell Agreements Between Shareholders and a Corporation may include: 1. Cross-Purchase Agreement: This agreement allows individual shareholders to buy the shares of other shareholders directly, maintaining the proportional ownership in the corporation. 2. Stock Redemption Agreement: In this type of agreement, the corporation agrees to repurchase the shares of a shareholder who wishes to sell, providing liquidity to the shareholder. 3. Hybrid Agreement: A combination of the cross-purchase and stock redemption agreements, where shareholders have the option to sell their shares either to other shareholders or to the corporation. In conclusion, a Harris Texas Buy Sell Agreement Between Shareholders and a Corporation is an essential legal document that governs the purchase and sale of shares within a corporation. It protects the interests of both parties and establishes a framework for fair and orderly transactions. Different types of agreements cater to the specific needs and circumstances of the shareholders and the corporation.