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Cross Purchase Buy Sell Agreement
"I need a Cross Purchase Buy Sell Agreement for my Jakarta-based technology startup with three equal shareholders, including provisions for life insurance funding and specific valuation methods based on EBITDA multiples, to be implemented by March 2025."
1. Parties: Identification of all shareholders/business owners entering into the agreement
2. Background: Context of the agreement, including current ownership structure and purpose
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase Obligation: Core obligations of surviving owners to purchase and selling owner's obligation to sell
5. Triggering Events: Events that trigger 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: Terms and conditions for payment, including timing and installment provisions
8. Funding Mechanism: Details of insurance policies or other funding sources for the purchase
9. Transfer Procedures: Process and requirements for executing the transfer of shares
10. Representations and Warranties: Standard representations and warranties from all parties
11. Confidentiality: Provisions regarding confidential information protection
12. Notices: Requirements for formal communications between parties
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including amendments, severability, etc.
1. Right of First Refusal: Optional provision giving existing owners first right to purchase shares before third-party sales
2. Disability Provisions: Detailed provisions for handling temporary or permanent disability scenarios
3. Family Transfer Exceptions: Special provisions for transfers to family members or trusts
4. Tag-Along Rights: Rights of minority shareholders to join in sale of majority interests
5. Drag-Along Rights: Rights of majority shareholders to force minority participation in sale
6. Competition Restrictions: Non-compete and non-solicitation provisions for selling shareholders
7. Special Tax Provisions: Specific tax planning provisions based on shareholders' circumstances
1. Schedule A - Current Ownership: Details of current shareholding structure and ownership percentages
2. Schedule B - Insurance Policies: List and details of insurance policies funding the agreement
3. Schedule C - Valuation Formula: Detailed methodology for business valuation
4. Schedule D - Transfer Notice Form: Standard form for initiating transfer process
5. Appendix 1 - Company Information: Corporate documents and registration details
6. Appendix 2 - Shareholder Information: Detailed information about each shareholder
7. Appendix 3 - Calculation Examples: Examples of purchase price calculations under different scenarios
Authors
Manufacturing
Professional Services
Retail
Technology
Healthcare
Construction
Hospitality
Agriculture
Real Estate
Financial Services
Transportation
Mining
Education
Media & Entertainment
Legal
Finance
Corporate Secretariat
Executive Management
Board of Directors
Compliance
Risk Management
CEO
Managing Director
Business Owner
Partner
Chief Financial Officer
Corporate Secretary
General Counsel
Legal Director
Finance Director
Board Member
Shareholder
Company Director
Executive Director
Managing Partner
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