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Cross Purchase Agreement
"I need a Cross Purchase Agreement for our medical practice with four senior partners, including specific provisions for retirement planned from January 2025 and disability events, with life insurance funding mechanisms and quarterly valuation updates."
1. Parties: Identification of all shareholders participating in the cross-purchase agreement
2. Background: Context of the agreement, including company details and purpose of the arrangement
3. Definitions: Key terms used throughout the agreement, including triggering events, fair market value, and other relevant concepts
4. Purchase Obligation: Core obligations of surviving/remaining shareholders to purchase shares upon triggering events
5. Triggering Events: Detailed description of events that activate the purchase obligation (death, disability, retirement, etc.)
6. Purchase Price: Methodology for determining the share price and payment terms
7. Funding Mechanism: Details of how purchases will be funded, including insurance policies if applicable
8. Transfer Procedure: Step-by-step process for executing share transfers
9. Representations and Warranties: Standard declarations by all parties regarding their capacity and authority
10. Tax Provisions: Treatment of tax implications and responsibilities
11. Governing Law: Specification of Irish law as governing law and jurisdiction
12. Notices: Process for formal communications between parties
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Tag-Along Rights: Optional protection allowing minority shareholders to join in the sale of shares under certain conditions
2. Drag-Along Rights: Optional provision forcing minority shareholders to join in the sale of shares in certain circumstances
3. Non-Competition: Restrictions on competing business activities for departing shareholders
4. Dispute Resolution: Specific procedures for resolving disputes, including mediation or arbitration
5. Family Member Provisions: Special provisions for family-owned businesses regarding inheritance and family transfers
6. Disability Definition: Detailed definition and determination process for disability as a triggering event
7. Insurance Requirements: Detailed insurance obligations if life insurance is being used to fund the agreement
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: List of insurance policies and details of coverage for each shareholder
4. Schedule 4 - Share Transfer Form: Pro forma share transfer document
5. Schedule 5 - Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix A - Required Notices: Templates for various required notices under the agreement
7. Appendix B - Corporate Authorities: Copies of corporate approvals and resolutions authorizing the agreement
Authors
Business Day
Company
Completion
Completion Date
Confidential Information
Deed of Adherence
Disability
Encumbrance
Fair Market Value
Force Majeure Event
Funding Event
Insurance Policy
Insurance Proceeds
Insured Event
Life Insurance
Notice
Parties
Permanent Disability
Purchase Notice
Purchase Price
Purchasing Shareholder
Qualified Appraiser
Relevant Shares
Retirement
Selling Shareholder
Share Transfer Form
Shares
Surviving Shareholders
Tax
Temporary Disability
Transfer
Triggering Event
Valuation Date
Valuation Method
Voluntary Transfer
Interpretation
Purchase Obligation
Triggering Events
Purchase Price
Valuation
Payment Terms
Insurance
Share Transfer
Completion Requirements
Representations and Warranties
Confidentiality
Non-Competition
Tax Matters
Notices
Assignment
Amendment
Waiver
Severability
Further Assurance
Entire Agreement
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Costs
Termination
Survival
Professional Services
Family Businesses
Manufacturing
Technology
Retail
Healthcare
Construction
Agriculture
Financial Services
Consulting
Legal
Finance
Corporate Secretariat
Tax
Risk Management
Executive Leadership
Board of Directors
Corporate Governance
Compliance
Chief Executive Officer
Chief Financial Officer
Company Director
Managing Partner
Business Owner
Corporate Lawyer
General Counsel
Tax Director
Financial Controller
Risk Manager
Company Secretary
Board Member
Shareholder
Managing Director
Finance Director
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