Buy Sell Agreement Cross Purchase Template for New Zealand

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Key Requirements PROMPT example:

Buy Sell Agreement Cross Purchase

"I need a Buy Sell Agreement Cross Purchase for my New Zealand technology startup with three equal shareholders, incorporating life insurance funding provisions and specific valuation methods based on EBITDA multiples."

Document background
The Buy Sell Agreement Cross Purchase is essential for businesses operating in New Zealand that want to maintain control over ownership transitions and protect the interests of all shareholders. This document becomes particularly crucial in situations involving closely-held companies, family businesses, or professional practices where maintaining control over ownership is paramount. The agreement details the circumstances (trigger events) under which shares must be sold, such as death, disability, retirement, or voluntary departure of a shareholder. It provides a clear framework for share valuation, payment terms, and the mechanics of transfer, while ensuring compliance with New Zealand legislation. The cross-purchase structure specifically means that remaining shareholders, rather than the company, purchase the departing shareholder's interest, which can offer tax advantages and maintain the proportional ownership structure among remaining shareholders.
Suggested Sections

1. Parties: Identification of all shareholders participating in the buy-sell agreement

2. Background: Context of the agreement, company details, and current shareholding structure

3. Definitions: Key terms used throughout the agreement, including trigger events, valuation methods, and payment terms

4. Agreement to Buy and Sell: Core obligations of shareholders to buy and sell shares upon trigger events

5. Trigger Events: Specific events that activate the buy-sell provisions (death, disability, retirement, voluntary sale)

6. Purchase Price and Valuation: Methods for determining share value and price calculation procedures

7. Payment Terms: Structure and timing of payments, including any installment provisions

8. Funding Mechanism: Details of how purchases will be funded, including life insurance provisions if applicable

9. Transfer Procedure: Process and requirements for executing share transfers

10. Warranties and Representations: Standard warranties from all parties regarding capacity and authority

11. Confidentiality: Obligations regarding confidential information

12. Dispute Resolution: Process for resolving disputes between parties

13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Right of First Refusal: Optional provision giving existing shareholders priority rights to purchase shares before third-party sales

2. Tag-Along Rights: Optional protection allowing minority shareholders to join in sale of majority interests

3. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in a sale

4. Life Insurance Provisions: Detailed section required only when life insurance is used to fund purchase obligations

5. Family Transfer Exceptions: Optional provisions for permitted transfers to family members or family trusts

6. Non-Competition Covenants: Optional restrictions on departing shareholders' competitive activities

7. Disability Provisions: Detailed section required only when disability is included as a trigger event

Suggested Schedules

1. Schedule 1 - Current Shareholding: Details of current shareholders and their shareholdings

2. Schedule 2 - Valuation Formula: Detailed methodology for calculating share value

3. Schedule 3 - Life Insurance Policies: Details of insurance policies and beneficiaries if applicable

4. Schedule 4 - Transfer Notice: Pro forma transfer notice for triggering events

5. Schedule 5 - Share Transfer Form: Pro forma share transfer documentation

6. Appendix A - Company Constitution: Copy of the company constitution referenced in the agreement

7. Appendix B - Deadlock Resolution Procedure: Detailed procedure for resolving deadlock situations

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 Industries

Professional Services

Manufacturing

Retail

Technology

Healthcare

Construction

Agriculture

Family Businesses

Consulting

Real Estate

Small and Medium Enterprises

Hospitality

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Risk and Compliance

Business Development

Corporate Affairs

Board of Directors

Relevant Roles

Chief Executive Officer

Managing Director

Company Director

Business Owner

Shareholder

Corporate Lawyer

Legal Counsel

Company Secretary

Chief Financial Officer

Financial Director

Business Development Manager

Partnership Manager

Risk Manager

Compliance Officer

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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