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Buy Sell Agreement Cross Purchase Template for Netherlands

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Key Requirements PROMPT example:

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."

Document background
This Buy-Sell Agreement Cross Purchase is essential for privately-held companies operating under Dutch law who wish to maintain control over company ownership and ensure smooth transition of shares between shareholders. It becomes particularly relevant when shareholders want to establish clear procedures for share transfers triggered by specific events such as death, disability, retirement, or voluntary departure. The agreement supports business continuity by preventing shares from being transferred to unwanted third parties and providing a clear mechanism for existing shareholders to purchase shares from departing shareholders. By including specific valuation methods, payment terms, and transfer procedures, it helps prevent potential disputes and ensures compliance with Dutch corporate law requirements. This type of agreement is particularly crucial for family businesses, professional practices, and closely-held corporations where maintaining control over ownership is paramount.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































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Relevant Industries

Professional Services

Manufacturing

Technology

Family Businesses

Retail

Healthcare

Construction

Real Estate

Agriculture

Professional Practices

Consulting

Small and Medium Enterprises

Relevant Teams

Legal

Finance

Corporate Secretariat

Executive Management

Risk and Compliance

Tax

Corporate Development

Treasury

Business Development

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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