A Cross Purchase Agreement is essential for South African companies with multiple shareholders who want to maintain control over company ownership and ensure smooth transition of shares when certain events occur. The agreement is particularly useful in private companies where share marketability is limited and controlled exit mechanisms are necessary. It provides certainty regarding share transfers upon events such as death, disability, retirement, or voluntary exit of shareholders. The document typically includes detailed valuation methodologies, funding mechanisms (often through insurance), and compliance requirements with South African legislation, including the Companies Act and, where applicable, BEE regulations. This agreement helps prevent potential disputes and maintains business continuity by providing a clear framework for share transfers between shareholders.
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1. Parties: Identification of all shareholders participating in the cross purchase agreement
2. Background: Context of the agreement, including company details and current shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation
4. Purchase Obligation: Core obligation of remaining shareholders to purchase shares when triggering events occur
5. Triggering Events: Specific circumstances that activate the purchase obligation (death, disability, retirement, etc.)
6. Valuation Method: Agreed method for determining the purchase price of shares
7. Payment Terms: Structure and timing of payments for purchased shares
8. Transfer Process: Procedure for executing the share transfer
9. Representations and Warranties: Standard assurances from all parties regarding capacity and authority
10. Notices: Process for formal communications between parties
11. General Terms: Standard contractual provisions including governing law, jurisdiction, and entire agreement
12. Signature: Execution clauses and signature blocks
1. Insurance Funding: Details of life insurance policies funding the purchase obligation - include when insurance is used as funding mechanism
2. Right of First Refusal: Process for offering shares to existing shareholders before external sale - include when pre-emptive rights are desired
3. Drag-along Rights: Ability to force minority shareholders to join in sale - include for majority shareholder protection
4. Tag-along Rights: Right of minority shareholders to join in sale - include for minority shareholder protection
5. BEE Compliance: Provisions ensuring maintenance of BEE status - include when company has BEE requirements
6. Non-competition: Restrictions on selling shareholders' future business activities - include when competitive protection is needed
7. Dispute Resolution: Detailed arbitration or mediation procedures - include when alternative dispute resolution is preferred
1. Schedule 1: Current Shareholding: Details of existing shareholders and their shareholding percentages
2. Schedule 2: Share Certificate Specimens: Templates of share certificates to be issued
3. Schedule 3: Valuation Formula: Detailed methodology for share valuation
4. Schedule 4: Insurance Policies: Details of life insurance policies funding the agreement
5. Schedule 5: Company Information: Key company details including registration numbers and registered address
6. Appendix A: Board Resolution: Copy of board resolution approving the agreement
7. Appendix B: Shareholders' Resolution: Copy of shareholders' resolution approving the agreement
8. Appendix C: Transfer Forms: Pro forma share transfer documentation
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