Harris Texas Shareholders Buy-Sell Agreement of Stock in a Close Corporation with Agreement of Spouse and Stock Transfer Restrictions A Harris Texas Shareholders Buy-Sell Agreement is a legal document that outlines the terms and conditions for the transfer of stock in a close corporation. It is specially designed to address the unique challenges and requirements of closely held corporations, where shares of stock are typically owned by a few shareholders. One important aspect of this agreement is the involvement of spouses. In many cases, spouses may own a joint interest in the stock, and their consent or agreement may be required for any stock transfer. The Buy-Sell Agreement includes provisions that protect the interests of both shareholders and their spouses, ensuring that proper consideration and approval are obtained before any transfer takes place. Additionally, the agreement imposes stock transfer restrictions to control the transferability of shares. These restrictions safeguard the stability of the close corporation by preventing the unrestricted transfer of shares to third parties who may not share the same goals or values as the existing shareholders. The agreement may include provisions such as right of first refusal, tag-along rights, drag-along rights, or other mechanisms that give existing shareholders the opportunity to purchase or block the transfer of shares. Different types of Harris Texas Shareholders Buy-Sell Agreements may exist depending on the specific needs of the close corporation and its shareholders. Some common variations include: 1. Cross-Purchase Agreement: In this type of agreement, each shareholder agrees to buy the shares of a departing shareholder. For example, if a shareholder decides to retire or sell their stock, the other shareholders have the right and obligation to purchase that stock in proportion to their existing ownership. 2. Redemption Agreement: In a redemption agreement, the corporation itself has the option or obligation to buy the shares of a departing shareholder. The corporation uses its funds or borrows to finance the purchase, effectively reducing the number of shareholders. 3. Hybrid Agreement: A hybrid agreement combines elements of both cross-purchase and redemption agreements. Here, both the shareholders and the corporation have the right to buy the shares, providing flexibility and choice in structuring the transaction. Harris Texas Shareholders Buy-Sell Agreements play a crucial role in ensuring a smooth transfer of stock, protecting the interests of shareholders, their spouses, and the close corporation. The agreement's provisions addressing stock transfer restrictions, spousal consent, and the type of transaction (cross-purchase, redemption, or hybrid) are tailored to the specific needs of the close corporation, providing a clear framework for the future direction of the company.