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Put And Call Option Shareholders Agreement
"I need a Put and Call Option Shareholders Agreement for my tech startup with three founding shareholders, where we want to include mutual options exercisable after March 2025 if any founder wants to exit, with valuation to be determined by an independent expert."
1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement, existing shareholdings, and purpose of the put and call options
3. Definitions and Interpretation: Key terms, calculation methods, and interpretation rules
4. Grant of Put Option: Terms of the put option, including exercise price mechanism and exercise period
5. Grant of Call Option: Terms of the call option, including exercise price mechanism and exercise period
6. Exercise Procedure: Process for exercising either option, including notice requirements and timing
7. Completion Requirements: Obligations of parties upon exercise of an option, including payment and share transfer procedures
8. Share Valuation: Methodology for determining share value, including appointment of valuers if required
9. Warranties and Representations: Standard warranties regarding share ownership, authority to sell, and company status
10. Confidentiality: Obligations regarding confidential information and announcements
11. Costs and Stamp Duty: Allocation of transaction costs and stamp duty obligations
12. General Provisions: Standard boilerplate clauses including notices, governing law, and dispute resolution
1. Tag-Along Rights: Optional section for when minority shareholders need protection to sell their shares on same terms as majority shareholders
2. Drag-Along Rights: Optional section allowing majority shareholders to force minorities to join in a sale
3. Non-Competition Obligations: Required when shareholders might compete with the company post-exit
4. Management Rights: Needed when specific management arrangements are required during the option period
5. Foreign Investment Conditions: Required when foreign investors are involved and FIRB approval might be needed
6. Tax Conditions: Special tax provisions when complex tax structures or international elements are involved
7. Security Arrangements: Required when payment for shares is deferred or security is required
1. Schedule 1 - Share Capital Table: Current shareholding structure and share classes
2. Schedule 2 - Form of Option Exercise Notice: Template notice for exercising put or call options
3. Schedule 3 - Completion Checklist: List of actions required at completion of share transfer
4. Schedule 4 - Deed of Accession: Template for new shareholders to join the agreement
5. Schedule 5 - Valuation Principles: Detailed methodology for share valuation
6. Schedule 6 - Company Constitution: Copy of or reference to the current constitution
7. Appendix A - Key Terms Sheet: Summary of key commercial terms including option prices and periods
8. Appendix B - Required Resolutions: Template board and shareholder resolutions for option exercise
Authors
Agreed Value
Business
Business Day
Call Option
Call Option Exercise Notice
Call Option Exercise Period
Call Option Exercise Price
Completion
Completion Date
Condition Precedent
Confidential Information
Constitution
Deed of Accession
Default Event
Defaulting Shareholder
Directors
Dispute
Effective Date
Encumbrance
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Expert
Fair Market Value
Financial Year
FIRB
FIRB Approval
Governmental Agency
Group
Independent Valuer
Insolvency Event
Material Adverse Change
Notice
Option
Option Holder
Option Period
Option Shares
Permitted Encumbrance
Put Option
Put Option Exercise Notice
Put Option Exercise Period
Put Option Exercise Price
Related Body Corporate
Related Party
Relevant Interest
Security Interest
Share Capital
Shareholders
Shareholders Agreement
Shares
Subsidiary
Tag-along Notice
Tag-along Right
Third Party
Transfer
Valuation Date
Valuation Methodology
Valuation Price
Grant of Options
Exercise of Options
Share Transfer
Share Valuation
Payment Terms
Completion Requirements
Warranties and Representations
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Share Capital
Corporate Governance
Board Composition
Shareholder Meetings
Management Rights
Information Rights
Confidentiality
Non-Competition
Non-Solicitation
Default Events
Termination
Dispute Resolution
Governing Law
Notices
Assignment
Amendment
Severability
Entire Agreement
Further Assurance
Costs and Stamp Duty
Force Majeure
Time of Essence
Counterparts
Electronic Execution
Professional Services
Technology
Manufacturing
Real Estate
Financial Services
Healthcare
Mining and Resources
Retail
Agriculture
Construction
Media and Entertainment
Infrastructure
Education
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Executive Leadership
Compliance
Risk Management
Board of Directors
Company Secretariat
Strategy
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Lawyer
Company Secretary
Managing Director
Board Director
Financial Controller
Investment Manager
Corporate Development Manager
Mergers & Acquisitions Manager
General Counsel
Legal Counsel
Commercial Director
Business Development Director
Compliance Officer
Risk Manager
Strategy Director
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