The Buy-Sell Agreement (Cross Purchase) is essential for businesses operating in India that want to maintain control over ownership transitions and protect the interests of all shareholders. This document becomes particularly relevant for closely-held companies, family businesses, and professional services firms where maintaining control over ownership is crucial. The agreement specifies how shares can be transferred between owners, typically triggered by events such as death, disability, retirement, or voluntary exit. Under Indian jurisdiction, it must comply with the Companies Act 2013, Indian Contract Act 1872, and relevant tax regulations. The cross-purchase structure means that remaining shareholders, rather than the company, purchase the departing shareholder's interests directly, which has specific tax and funding implications under Indian law. The agreement includes valuation mechanisms, payment terms, funding arrangements (often through insurance), and necessary procedural requirements for share transfers in accordance with Indian corporate law.
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1. Parties: Identification of all shareholders/business owners participating in the agreement
2. Background: Context of the agreement, including company details and current ownership structure
3. Definitions: Key terms used throughout the agreement
4. Purpose and Scope: Objectives of the agreement and its application
5. Transfer Restrictions: General restrictions on transfer of shares to third parties
6. Triggering Events: Events that activate the buy-sell provisions (death, disability, retirement, etc.)
7. Purchase Price: Methodology for determining share valuation and purchase price
8. Payment Terms: Structure and timing of payments for share purchases
9. Right of First Refusal: Process and terms for existing shareholders to purchase shares before third-party sales
10. Insurance Provisions: Requirements for life/disability insurance to fund potential purchases
11. Tax Matters: Treatment of tax implications and responsibilities
12. Dispute Resolution: Procedures for resolving conflicts between parties
13. Governing Law: Applicable law and jurisdiction
14. Term and Termination: Duration of agreement and termination conditions
15. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority interests
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority participation in a sale
3. Non-Compete Provisions: Restrictions on competitive activities after share sale, if applicable
4. Family Transfer Exceptions: Special provisions for transfers to family members or trusts
5. Deadlock Resolution: Specific procedures for resolving management deadlocks in closely held companies
6. Put and Call Options: Additional share transfer mechanisms for specific circumstances
7. Foreign Investment Compliance: Required for companies with foreign shareholders or investments
1. Schedule A - Current Shareholding: Details of current share ownership and distribution
2. Schedule B - Valuation Methodology: Detailed formula and procedures for share valuation
3. Schedule C - Insurance Policies: List of insurance policies and coverage details
4. Schedule D - Company Information: Detailed company information including registration details and assets
5. Appendix 1 - Share Transfer Form: Standard form for executing share transfers
6. Appendix 2 - Valuation Certificate Format: Template for periodic share valuation certificates
7. Appendix 3 - Notice Forms: Standard forms for various notices under the agreement
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Technology
Professional Services
Retail
Healthcare
Real Estate
Construction
Financial Services
Family Business
Small and Medium Enterprises
Consulting
Agriculture
Hospitality
Education
Transportation and Logistics
Relevant Teams
Legal
Finance
Corporate Secretarial
Compliance
Risk Management
Board of Directors
Executive Leadership
Tax
Treasury
Corporate Governance
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Counsel
Business Owner
Partner
Board Director
Shareholder
Corporate Lawyer
Tax Advisor
Financial Controller
Risk Manager
Compliance Officer
Business Development Director
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