史蒂芬咨询--国际世贸组织专用英文买卖协议.d

Buy-Sell Agreement AGREEMENT, made this _(1)_ day of _____(2)_____, 19_(3)_, by and between _______(4)________, ____(5)_______, _____(6)______, hereinafter separately referred to as Stockholder, and jointly as Stockholders, and ________(7)_________, a _____(8)______ corporation, hereinafter referred to as the Corporation, W I T N E S S E T H : WHEREAS, the Stockholders together own 100% of the outstanding shares of capital stock of the Corporation, and WHEREAS, as used herein, the term shares shall mean all shares of common stock, at $__(9)___ par value, of the Corporation now owned or hereafter acquired by the parties, and WHEREAS, the Stockholders are actively engaged in the conduct of the business of the Corporation, and it is contemplated that success or failure of the corporate enterprise will at all times depend in large measure on the personal abilities of the Stockholders, and WHEREAS, there is not now, nor is there likely in the future to be a substantial market for the shares of the Corporation, and WHEREAS, for the foregoing reasons, the parties desire to provide for the purchase by another Stockholder or by the Corporation of the stock of any party desiring to sell the same; and for the purchase by the Corporation of the stock of a deceased party. IT IS THEREFORE AGREED, in consideration of the mutual promises and covenants hereinafter set forth, as follows: 1. Restriction During Life. No stockholder shall transfer or encumber any of his shares of capital stock of the Corporation during his lifetime to any person, firm or corporation, without the consent of the Corporation and the other Stockholder, unless the Stockholder desiring to make the transfer or encumber (hereinafter referred to also as the Transferor) shall have first made the offer hereinafter described and such offer shall not have been accepted. A. Offer by the Transferor: The offer shall be given pro rata initially to the other Stockholder(s) and shall consist of an offer to sell or encumbe