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1. Parties: Identification of all shareholders participating in the cross purchase arrangement
2. Background: Context of the agreement, including company details and purpose of the arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Purchase Obligation: Core obligation of surviving/continuing shareholders to purchase shares
5. Trigger Events: Events that activate the cross purchase mechanism (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Method for determining the share price and valuation procedures
7. Payment Terms: Terms and conditions for payment, including timing and installment provisions
8. Transfer Procedure: Process and requirements for executing the share transfer
9. Representations and Warranties: Standard representations by all parties regarding capacity and authority
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process and requirements for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Insurance Provisions: Details of life insurance policies funding the purchase, used when insurance is part of the funding mechanism
2. Right of First Refusal: Additional provisions giving shareholders priority rights to purchase, included when desired alongside the cross purchase mechanism
3. Disability Provisions: Specific provisions for handling disability situations, included when disability is a trigger event
4. Tag-Along Rights: Rights of minority shareholders to join in a sale, included for minority shareholder protection
5. Drag-Along Rights: Rights of majority shareholders to force minority participation, included for majority shareholder protection
6. Dispute Resolution: Detailed arbitration or mediation procedures, included when parties want alternative dispute resolution
7. Non-Competition: Restrictions on competing activities, included when selling shareholders might compete
8. Tax Provisions: Specific tax handling and allocations, included when complex tax implications exist
1. Schedule 1 - Company Information: Details of the company including share capital structure and existing shareholdings
2. Schedule 2 - Valuation Formula: Detailed methodology for calculating share value
3. Schedule 3 - Insurance Policies: Details of any life insurance policies funding the arrangement
4. Schedule 4 - Share Transfer Form: Pro-forma share transfer documentation
5. Schedule 5 - Deed of Adherence: Form for new shareholders to join the agreement
6. Appendix A - Shareholders' Details: Complete list of shareholders and their contact information
7. Appendix B - Corporate Approvals: Copies of relevant board and shareholder resolutions
8. Appendix C - Valuation Certificates: Most recent company valuation certificates if applicable
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Deed of Adherence
Defaulting Shareholder
Departing Shareholder
Disability
Effective Date
Encumbrance
Fair Market Value
Group
HKD
Hong Kong
Insurance Policy
Insurance Proceeds
Legal Representative
Notice
Offer Notice
Offer Period
Parties
Permanent Disability
Purchase Notice
Purchase Price
Purchasing Shareholders
Qualified Valuer
Related Person
Relevant Shares
Sale Shares
Selling Shareholder
Share Transfer Form
Shareholder
Shares
Stamp Duty
Surviving Shareholders
Transfer
Trigger Event
Valuation Date
Valuation Method
Working Hours
Purchase Obligation
Trigger Events
Purchase Price
Valuation
Payment Terms
Completion Mechanics
Transfer Procedures
Insurance Provisions
Share Certificate Delivery
Representations and Warranties
Confidentiality
Non-Competition
Tag-Along Rights
Drag-Along Rights
Notices
Assignment
Amendment
Severability
Entire Agreement
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Costs and Expenses
Stamp Duty
Third Party Rights
Counterparts
Further Assurance
Professional Services
Family Businesses
Manufacturing
Technology
Real Estate
Retail
Healthcare
Financial Services
Construction
Education
Hospitality
Trading and Distribution
Professional Practices (Medical, Legal, Accounting)
Media and Entertainment
Legal
Corporate Secretarial
Finance
Compliance
Risk Management
Corporate Governance
Executive Management
Board of Directors
Family Office
Business Development
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Corporate Lawyer
Business Owner
Partner
Shareholder
Board Director
Financial Controller
Risk Manager
Compliance Officer
Corporate Governance Officer
Business Development Director
Family Office Manager
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