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.
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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
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
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
Relevant legal definitions
Clauses
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
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