Fulton Georgia Shareholders' Agreement with Buy-Sell Agreement is a legal document that outlines the specific terms and conditions regarding the sale of shares owned by a deceased shareholder in a corporation. This agreement grants the corporation the first right of refusal to purchase the shares should the beneficiaries of the deceased shareholder wish to sell them. This arrangement ensures that the corporation has an opportunity to maintain control over its ownership structure and prevent unwanted or unauthorized transfers of shares. The agreement includes provisions and clauses that protect the corporation and its shareholders in case of a shareholder's death. It establishes a process for the deceased shareholder's beneficiaries to follow when they want to sell the shares. The corporation is given the first opportunity to buy the shares at a fair market value predetermined in the agreement. If the corporation declines to purchase the shares, the beneficiaries can then explore alternative options for selling them. Different variations of Fulton Georgia Shareholders' Agreement with Buy-Sell Agreement Allowing Corporation the First Right of Refusal to Purchase the Shares of a Deceased Shareholder may exist, tailored to meet the specific needs and requirements of individual companies. These variations primarily depend on factors such as the size of the corporation, the number of shareholders, and the nature of their investments. Some key components typically included in these agreements are: 1. Right of First Refusal: The agreement provides the corporation with the priority option to purchase the deceased shareholder's shares before they are offered to any external party. 2. Valuation Mechanism: The agreement outlines the method for determining the fair market value of the shares. This can be based on independent appraisals, third-party valuation experts, or a pre-determined formula agreed upon by the parties involved. 3. Terms and Conditions: The agreement also details the terms and conditions for the sale, including the timeline, payment structure, and any necessary approvals or consents required from other shareholders or regulatory bodies. 4. Succession Planning: This agreement can also be used to incorporate succession planning, allowing the corporation to outline future arrangements in the event of the death of another shareholder. 5. Dispute Resolution: Potential disputes concerning the sale of shares can be addressed through the inclusion of a dispute resolution mechanism, such as arbitration or mediation, to prevent lengthy and costly legal proceedings. Fulton Georgia Shareholders' Agreement with Buy-Sell Agreement Allowing Corporation the First Right of Refusal to Purchase the Shares of Deceased Shareholder not only protects the corporation's interests, but also ensures a smooth transition of ownership and minimizes potential conflicts among shareholders. By having such an agreement in place, corporations and their shareholders can maintain control and stability in the face of unfortunate events like the death of a shareholder.