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Buy Sell Agreement Cross Purchase
"I need a Buy-Sell Agreement Cross Purchase under Dutch law for a family-owned manufacturing business with three siblings as shareholders, with specific provisions for retirement and succession planning to be implemented by March 2025."
1. Parties: Identification of all current shareholders who are parties to the agreement
2. Background: Context of the agreement, including details about the company and current shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Purpose and Scope: Overview of the agreement's objectives and scope of application
5. Transfer Restrictions: General restrictions on share transfers and exceptions
6. Trigger Events: Events that trigger the buy-sell provisions (death, disability, retirement, termination, etc.)
7. Purchase Obligation: Obligation of remaining shareholders to purchase shares upon trigger events
8. Purchase Price and Valuation: Method for determining the purchase price and valuation procedures
9. Payment Terms: Terms and conditions for payment, including timing and installment provisions
10. Closing Requirements: Procedures and requirements for completing the share transfer
11. Representations and Warranties: Standard representations and warranties from all parties
12. Confidentiality: Provisions regarding confidential information
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in a sale by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale
3. Insurance Provisions: Details about life insurance policies funding the agreement, if applicable
4. Dispute Resolution: Alternative dispute resolution procedures, if preferred over court proceedings
5. Right of First Refusal: Additional provisions for voluntary transfers outside trigger events
6. Tax Provisions: Specific tax-related provisions if complex tax implications are involved
7. Family Member Provisions: Special provisions for family-owned businesses regarding inheritance and family transfers
1. Schedule 1 - Current Shareholding: Details of current shareholders and their shareholdings
2. Schedule 2 - Valuation Formula: Detailed methodology for company/share valuation
3. Schedule 3 - Purchase Price Payment Terms: Detailed payment terms and conditions
4. Schedule 4 - Life Insurance Details: Details of life insurance policies if used to fund the agreement
5. Schedule 5 - Form of Transfer Deed: Template for share transfer documentation
6. Schedule 6 - Deed of Adherence: Template for new shareholders to join the agreement
7. Appendix A - Company Details: Extract from the Commercial Register and key company information
8. Appendix B - Shareholders' Contact Details: Contact information for all shareholders and notices
Authors
Professional Services
Manufacturing
Technology
Family Businesses
Retail
Healthcare
Construction
Real Estate
Agriculture
Professional Practices
Consulting
Small and Medium Enterprises
Legal
Finance
Corporate Secretariat
Executive Management
Risk and Compliance
Tax
Corporate Development
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Managing Director
Company Secretary
General Counsel
Legal Counsel
Corporate Lawyer
Finance Director
Business Owner
Shareholder
Partner
Board Member
Corporate Secretary
Risk Manager
Compliance Officer
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