The Cross Purchase Buy Sell Agreement is a crucial document for businesses with multiple owners operating under Dutch law. It provides a legally binding framework for handling ownership transitions when a business owner exits due to death, disability, retirement, or other circumstances. This agreement is essential for maintaining business continuity, preventing unwanted third-party ownership, and ensuring fair treatment of all parties involved. It typically includes provisions for valuation methods, payment terms, insurance funding, and transfer procedures, all structured to comply with Dutch corporate and tax laws. The agreement is particularly valuable for family businesses, professional service firms, and closely-held companies where maintaining control over ownership is crucial. The document addresses key aspects such as triggering events, purchase obligations, valuation methods, and funding mechanisms, while ensuring compliance with Dutch legal requirements and tax implications.
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1. Parties: Identification of all shareholders/owners participating in the agreement
2. Background: Context of the agreement, current ownership structure, and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Purchase Obligation: Core obligations of remaining owners to purchase shares upon triggering events
5. Triggering Events: Circumstances that activate the buy-sell provisions (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Method for determining the purchase price of shares and valuation procedures
7. Payment Terms: Terms and conditions for payment, including timing and installment provisions
8. Transfer Mechanics: Procedures for executing the transfer of shares
9. Representations and Warranties: Standard declarations about ownership, authority to sell, and absence of encumbrances
10. Tax Provisions: Allocation of tax responsibilities and requirements for tax compliance
11. Confidentiality: Obligations regarding confidential information
12. Governing Law and Jurisdiction: Specification of Dutch law application and jurisdiction
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Insurance Funding: Provisions regarding life insurance policies used to fund the agreement, required when insurance funding is used
2. Regulatory Compliance: Industry-specific compliance requirements, needed for regulated industries
3. International Provisions: Special provisions for cross-border implications, required when parties are in multiple jurisdictions
4. Drag-Along Rights: Rights forcing minority shareholders to join in a sale, useful for larger shareholder groups
5. Tag-Along Rights: Rights allowing minority shareholders to join in a sale, useful for protecting minority interests
6. Special Share Classes: Provisions for different classes of shares, needed when multiple share classes exist
7. Dispute Resolution: Detailed procedures for resolving disputes, recommended for complex ownership structures
1. Schedule 1: Current Ownership Schedule: Details of current shareholdings and ownership percentages
2. Schedule 2: Valuation Formula: Detailed methodology for calculating company/share value
3. Schedule 3: Insurance Policies: Details of life insurance policies funding the agreement
4. Schedule 4: Share Certificate Form: Template for share certificates and transfer documentation
5. Schedule 5: Approved Valuation Experts: List of pre-approved validators for share valuation
6. Appendix A: Deed of Adherence: Template for new shareholders to join the agreement
7. Appendix B: Notice Forms: Standard forms for various notices required under the agreement
Authors
Relevant legal definitions
Clauses
Relevant Industries
Professional Services
Manufacturing
Technology
Healthcare
Retail
Construction
Family Businesses
Consulting
Agriculture
Real Estate
Financial Services
Relevant Teams
Legal
Finance
Tax
Corporate Development
Risk Management
Executive Leadership
Corporate Governance
Business Development
Succession Planning
Relevant Roles
CEO
Managing Director
Business Owner
Company Director
Chief Financial Officer
Corporate Lawyer
Tax Director
Business Development Director
Partner
Shareholder
General Counsel
Corporate Secretary
Finance Director
Risk Manager
Succession Planning Manager
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