Put Option Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Put Option Agreement

"I need a Put Option Agreement for a joint venture exit mechanism, where my investment company can sell up to 30% shareholding in a Hong Kong tech startup back to the founders at a pre-agreed valuation formula, exercisable between March 2025 and September 2025."

Document background
The Put Option Agreement is a strategic legal instrument commonly used in Hong Kong's business and investment landscape to provide downside protection or exit mechanisms for investors. This document is particularly relevant in private equity transactions, joint ventures, and corporate restructurings where parties seek to allocate risk and provide certainty around future exit options. The agreement must comply with Hong Kong's Securities and Futures Ordinance and related regulations, including specific requirements for option trading and securities transfers. It typically includes detailed provisions on option exercise mechanics, pricing mechanisms, completion procedures, and necessary warranties, while accounting for Hong Kong stamp duty implications and corporate law requirements. The document is especially useful in situations where investors or shareholders need guaranteed exit opportunities or where parties wish to establish predetermined terms for potential future transactions.
Suggested Sections

1. Parties: Identification of the option grantor and option holder

2. Background: Recitals explaining the context and purpose of the put option arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

4. Grant of Put Option: Core terms of the put option, including the right to sell specific assets/shares

5. Option Period: Duration of the option, including commencement and expiry dates

6. Exercise Price: Specification of the price or price mechanism for the option

7. Exercise of Option: Process and requirements for exercising the option

8. Completion: Procedures and obligations for completing the sale after option exercise

9. Representations and Warranties: Standard representations by both parties

10. Covenants: Ongoing obligations of the parties during the option period

11. Term and Termination: Duration of agreement and circumstances for early termination

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, assignment, etc.

Optional Sections

1. Security Arrangements: Include when the option is secured by other assets or guarantees

2. Price Adjustment: Include when the exercise price may be adjusted based on specific events or conditions

3. Tag-Along Rights: Include when other shareholders should have the right to join the sale

4. Drag-Along Rights: Include when the option holder should have the right to force other shareholders to join

5. Regulatory Compliance: Include when specific regulatory requirements need to be addressed

6. Tax Provisions: Include when specific tax arrangements or allocations need to be addressed

7. Foreign Exchange Provisions: Include when the option involves multiple currencies

8. Break Fee: Include when a fee is payable if the option is not exercised under certain conditions

Suggested Schedules

1. Option Assets: Detailed description of the shares or assets subject to the option

2. Form of Exercise Notice: Template notice for exercising the option

3. Completion Requirements: Detailed list of documents and actions required at completion

4. Warranties: Detailed warranties relating to the option assets

5. Calculation of Exercise Price: Detailed methodology for calculating the exercise price if complex

6. Required Consents: List of third-party or regulatory consents required

7. Existing Encumbrances: Details of any existing charges or encumbrances over the option assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Investment Banking

Private Equity

Venture Capital

Real Estate

Manufacturing

Technology

Retail

Professional Services

Mining and Resources

Infrastructure

Healthcare

Telecommunications

Relevant Teams

Legal

Corporate Finance

Investment

Compliance

Risk Management

Treasury

Corporate Development

Strategy

Corporate Secretarial

Board of Directors

Executive Committee

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Legal Director

Corporate Lawyer

Investment Director

Private Equity Manager

Fund Manager

Investment Banker

Corporate Finance Manager

Risk Manager

Company Secretary

Compliance Officer

Business Development Director

Strategy Director

Transaction Manager

Portfolio Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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