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The Shareholder Buy-Sell Agreement serves as a crucial governance tool for Philippine corporations, providing a predetermined framework for handling share ownership changes. This document becomes essential when establishing or operating any business with multiple shareholders, particularly in family-owned businesses or closely-held corporations. It addresses various scenarios including shareholder exit, death, disability, or retirement, while ensuring compliance with Philippine corporate law, tax regulations, and securities requirements. The agreement typically includes detailed provisions for share valuation, transfer procedures, payment terms, and restrictions on share transfers to third parties. Its primary purpose is to protect both the company and shareholders by maintaining control over ownership, ensuring business continuity, and preventing potentially disruptive transfers while adhering to the requirements of the Revised Corporation Code of the Philippines and other relevant legislation.

1. Parties: Identification of the corporation and all shareholders party to the agreement

2. Background: Context of the agreement, including current shareholding structure and purpose

3. Definitions: Key terms used throughout the agreement, including trigger events, fair market value, etc.

4. Transfer Restrictions: General restrictions on share transfers and prohibited transfers

5. Trigger Events: Events triggering buy-sell provisions (death, disability, retirement, termination, etc.)

6. Purchase Price and Valuation: Methods for determining share value and payment terms

7. Purchase and Sale Procedures: Step-by-step process for executing share transfers

8. Payment Terms: Terms for payment including timing, installments, and security

9. Rights of First Refusal: Process for existing shareholders to purchase shares before third-party sales

10. Tag-Along and Drag-Along Rights: Minority protection and majority exit rights

11. Representations and Warranties: Standard declarations by parties regarding authority, ownership, etc.

12. Tax Matters: Handling of tax obligations and responsibilities

13. Confidentiality: Protection of company and transaction confidential information

14. Governing Law and Jurisdiction: Specification of Philippine law application and dispute resolution

15. General Provisions: Standard boilerplate clauses including amendments, notices, etc.