Cross-Purchase Sample Clauses

A Cross Purchase clause establishes a mechanism by which the owners or shareholders of a business agree to buy each other's ownership interests in the event of a triggering event, such as death, disability, or retirement. Typically, each owner takes out a life insurance policy on the other owners, and upon a triggering event, the surviving owners use the insurance proceeds to purchase the departing owner's share. This arrangement ensures a smooth transfer of ownership, maintains business continuity, and provides liquidity to the departing owner's estate or beneficiaries, thereby preventing outside parties from acquiring an interest in the business.
Cross-Purchase. On the day after the Closing, pursuant to the Cross Purchase Agreement, PDC shall sell to Buyer and Buyer shall purchase from PDC the Cross Purchase Class B Units and, in exchange therefor, Buyer shall (a) enter into that certain Tax Receivable Agreement, in the form attached to the Cross Purchase Agreement, by and between Buyer and PDC (the “Tax Receivable Agreement”), (b) issue to PDC 481,601.2 shares of Series A voting preferred stock of Buyer, par value $0.0001 per share, with such terms and conditions as set forth in the Certificate of Designation (such series, the “Buyer Series A Voting Preferred Stock”) and (c) issue to PDC, to the extent it becomes due and payable in accordance with the Cross Purchase Agreement, the Contingency Consideration (as defined in the Cross Purchase Agreement). Pursuant to this Agreement, immediately upon receipt of the Cross Purchase Class B Units, Buyer shall surrender such Cross Purchase Class B Units to the Company for cancellation and, upon receipt thereof, the Company shall issue to Buyer the Cross Purchase Class A Units.
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Cross-Purchase. This type of agreement involves the business owners entering into an agreement among themselves in which the remaining owners may buy the interest of the departing owner. The agreement may also define the percentage interest each remaining owner can purchase.
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Cross-Purchase. In a Cross-Purchase structure, each remaining owner of a business has the right or obligation to purchase the departing owner‟s interest. This method addresses many of the disadvantages of the Redemption structure such as giving the acquiring owners additional basis for the purchase of the departing owner‟s interest. There are disadvantages to a Cross-Purchase structure, though. The planning is generally more complicated, especially if there are more than a few owners. If insurance will be used to fund buyouts, then more insurance policies must be purchased than in the Redemption arrangement. If the owners of a business differ significantly in age or insurability, there can be inequality in expense between high and lower risk owners. In a Redemption structure, some of these complexities don‟t exist. The good news is, there are planning solutions to most of these potential disadvantages, but the bad news is, the solutions can further increase the complexity of a Cross-Purchase structure. The real question is often whether the tax benefits justify some increased cost and complexity up front.
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Cross-Purchase. Nothing in this Agreement imposes any obligation on the Company to employ any Owner. 6.
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Cross-Purchase. A cross-purchase agreement is an agreement among the stockholders only; the corporation does not need to be a party to the agreement (but is, in most cases). In a cross-purchase agreement, the remain- ing (or surviving) stockholder(s) effect the purchase of the withdrawing or deceased stockholder’s shares themselves, and each purchasing stockholder will use his or her own funds to satisfy this purchase obligation. In an insured cross-purchase arrangement, each stockholder will be the owner and beneficiary of an insurance policy on the lives of the other stockholders; the policies are described as being cross- owned. As discussed in Chapter Five, unless a split-dollar or loan arrangement is used to allow the corporation to bear all of (or at least a substantial part of) the insurance premiums, each stockholder will pay the premiums on the insurance he or she owns on the lives of the other stockholder(s) out of his or her after-tax funds.
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Related to Cross-Purchase

  • Stock Purchase At the Closing (as hereinafter defined), subject to the terms and conditions herein contained, the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire, the Shares, together with all rights and interests associated therewith.

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, the Originator, severally and for itself, agrees to sell to the Company, and the Company agrees to purchase from the Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date, all of the Originator’s right, title and interest in and to: (a) each Receivable of the Originator that existed and was owing to the Originator at the closing of the Originator’s business on December 3, 2001 (the “Cut-off Date”) other than Receivables contributed pursuant to Section 3.1 (the “Contributed Receivables”); (b) each Receivable generated by the Originator from and including the Cut-off Date to and including the Purchase and Sale Termination Date (other than any Receivable later contributed pursuant to the second sentence of Section 3.1); (c) all rights to, but not the obligations of the Originator under, all Related Security; (d) all monies due or to become due to the Originator with respect to any of the foregoing; (e) all books and records of the Originator related to any of the foregoing, and all rights, remedies, powers, privileges, title and interest of the Originator in each lock-box and related lock-box address and account to which Collections are sent, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such accounts and amounts on deposit therein, and all related agreements between the Originator and each Lock-Box Bank; and (f) all collections and other proceeds and products of any of the foregoing (as defined in the applicable UCC) that are or were received by the Originator on or after the Cut-off Date, including, without limitation, all funds which either are received by the Originator, the Company or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, any insurance payments that the Originator or the Servicer applies in the ordinary course of its business to amounts owed in respect of any Receivable, and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors in respect of Receivables or any other parties directly or indirectly liable for payment of such Receivables). All purchases and contributions hereunder are absolute and irrevocable and shall be made without recourse except as expressly provided in Sections 3.3, 3.4 and 9.1, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of the Originator set forth in this Agreement and each other Transaction Document. No obligation or liability to any Obligor on any Receivable is intended to be, or shall be, assumed by the Company hereunder, and any such assumption is expressly disclaimed. The Company’s foregoing commitment to purchase Receivables and the proceeds and rights described in clauses (c) through (f) (collectively, the “Related Rights”) is herein called the “Purchase Facility.” In connection with the transfer of ownership or the grant of the security interest in the Receivables and Related Rights, by signing this Agreement in the space provided, the Originator hereby authorizes the filing of all applicable UCC financing statements in all necessary jurisdictions.

  • Stock Purchase Agreement Each Purchaser understands and agrees that the conversion of the Notes into equity securities of the Company will require such Purchaser’s execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.