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Cross Purchase Buy Sell Agreement
"I need a Cross Purchase Buy Sell Agreement for a family-owned manufacturing business in Manila with three shareholders, including funding through life insurance policies and specific provisions for retirement planned in March 2025."
1. Parties: Identification of all shareholders/business owners entering into the agreement
2. Background: Context of the business, existing ownership structure, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including specific Philippine legal terminology
4. Purchase and Sale Obligations: Core obligations of each owner to sell and other owners to buy under triggered circumstances
5. Trigger Events: Specific events activating the buy-sell provisions (death, disability, retirement, etc.)
6. Purchase Price and Valuation: Methods for determining the purchase price of shares/interest
7. Payment Terms: Structure and timing of payments for purchased shares
8. Funding Mechanism: Details of insurance policies or other funding sources for purchase obligations
9. Transfer Restrictions: Limitations on transfer of shares outside the agreement framework
10. Rights and Obligations: Ongoing responsibilities of parties while agreement is in effect
11. Tax Provisions: Allocation of tax responsibilities and structured compliance with Philippine tax laws
12. Representations and Warranties: Standard declarations about authority, ownership, and compliance
13. Governing Law and Jurisdiction: Specification of Philippine law governance and jurisdiction
14. Termination: Circumstances and process for terminating the agreement
15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Spousal Consent: Required when parties are married under Philippine law to comply with conjugal property rules
2. Disability Provisions: Detailed provisions for handling permanent disability of shareholders
3. Competition Restrictions: Non-compete and non-solicitation provisions for departing shareholders
4. Tag-Along Rights: Rights of minority shareholders to join in sale transactions
5. Dispute Resolution: Alternative dispute resolution procedures before court litigation
6. Foreign Ownership Compliance: Required when any party is non-Filipino to ensure compliance with foreign ownership restrictions
7. Business Continuation: Procedures for business operations during transfer periods
8. Right of First Refusal: Additional protection for existing owners regarding third-party offers
1. Schedule A - Current Ownership Structure: Details of current shareholdings and ownership percentages
2. Schedule B - Insurance Policies: List of insurance policies funding the agreement, including policy numbers and amounts
3. Schedule C - Valuation Formula: Detailed methodology for business valuation
4. Schedule D - Transfer Notice Form: Standard form for initiating transfer process
5. Schedule E - Deed of Adherence: Template for new shareholders to join the agreement
6. Appendix 1 - Company Information: Corporate documents and registration details
7. Appendix 2 - Specimen Board Resolutions: Template resolutions for implementing agreement provisions
8. Appendix 3 - Required Regulatory Approvals: List of necessary government approvals for share transfers
Authors
Articles of Incorporation
Board
Business Day
By-laws
Company
Completion
Completion Date
Confidential Information
Corporation Code
Deed of Adherence
Disability
Disability Event
Effective Date
Encumbrance
Fair Market Value
Family Member
Financial Year
Founding Shareholders
Insurance Policy
Insurance Proceeds
Insured Event
Life Insurance
Notice
Notarial Certificate
Offering Shareholder
Party/Parties
Permanent Disability
Purchase Notice
Purchase Price
Purchasing Shareholders
Qualified Appraiser
Related Party
Remaining Shareholders
SEC
Securities
Selling Shareholder
Shares
Shareholder
Spousal Consent
Subscription Price
Surviving Shareholders
Transfer
Transfer Notice
Trigger Event
Valuation Date
Valuation Method
Voluntary Transfer
Trigger Events
Purchase Obligation
Sale Obligation
Valuation
Payment Terms
Insurance
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Spousal Consent
Representations and Warranties
Confidentiality
Non-Competition
Non-Solicitation
Tax Matters
Regulatory Compliance
Foreign Ownership
Notice Requirements
Share Certificates
Corporate Approvals
Dispute Resolution
Governing Law
Amendment
Termination
Force Majeure
Severability
Entire Agreement
Assignment
Successors and Assigns
Costs and Expenses
Further Assurance
Counterparts
Waiver
Time of Essence
Professional Services
Manufacturing
Retail
Technology
Healthcare
Real Estate
Construction
Food and Beverage
Agriculture
Financial Services
Family Businesses
Small and Medium Enterprises
Professional Practices
Consulting Firms
Legal
Corporate Secretariat
Executive Leadership
Finance
Risk Management
Compliance
Corporate Governance
Business Development
Strategy
Family Office
Business Owner
Chief Executive Officer
Managing Director
Company Director
Partner
Corporate Secretary
Chief Financial Officer
General Counsel
Business Development Manager
Succession Planning Advisor
Corporate Lawyer
Risk Manager
Family Business Advisor
Managing Partner
Shareholder Representative
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