Cross Purchase Agreement Template for Ireland

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Key Requirements PROMPT example:

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."

Document background
The Cross Purchase Agreement serves as a critical business succession planning tool in Ireland, particularly suitable for closely-held companies and professional practices with multiple shareholders. It addresses the fundamental need to maintain control over company ownership while providing shareholders with a guaranteed exit mechanism. The agreement typically specifies triggering events (such as death, disability, retirement, or voluntary departure), establishes share valuation methods, and details the funding arrangements for share purchases. Often, life insurance policies are used to fund potential purchases, especially in cases of death or disability. The document must comply with Irish Companies Act 2014 requirements regarding share transfers and relevant tax legislation. It provides certainty for business continuity, prevents unwanted third-party ownership, and ensures fair treatment of departing shareholders or their estates.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions
Relevant Industries

Professional Services

Family Businesses

Manufacturing

Technology

Retail

Healthcare

Construction

Agriculture

Financial Services

Consulting

Relevant Teams

Legal

Finance

Corporate Secretariat

Tax

Risk Management

Executive Leadership

Board of Directors

Corporate Governance

Compliance

Relevant Roles

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

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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