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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."
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.
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
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
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Default Event
Effective Date
Encumbrance
Event of Default
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Expiry Date
Fair Market Value
Force Majeure Event
Grant Date
Group
HKD
HKSAR
Hong Kong
Independent Valuer
Long Stop Date
Material Adverse Change
Option
Option Assets
Option Holder
Option Period
Option Shares
Parties
Put Option
Put Option Notice
Related Persons
Relevant Exchange Rate
Required Consents
Securities
Security Interest
Shareholders Agreement
Shares
Stamp Duty
Strike Price
Subsidiary
Tag-along Right
Tax
Transaction Documents
Transfer
Valuation Date
Warranties
Working Day
Interpretation
Grant of Option
Option Exercise
Option Price
Payment Terms
Completion
Conditions Precedent
Representations and Warranties
Covenants
Security
Default
Force Majeure
Confidentiality
Data Protection
Anti-Money Laundering
Assignment
Notices
Amendment
Waiver
Severability
Entire Agreement
Further Assurance
Costs
Time of Essence
Counterparts
Third Party Rights
Governing Law
Dispute Resolution
Termination
Indemnification
Tax
Regulatory Compliance
Share Transfer
Stamp Duty
Foreign Exchange
Calculation
Valuation
Insurance
Authority
Non-Competition
Announcements
Records and Information
Power of Attorney
Remedies
Financial Services
Investment Banking
Private Equity
Venture Capital
Real Estate
Manufacturing
Technology
Retail
Professional Services
Mining and Resources
Infrastructure
Healthcare
Telecommunications
Legal
Corporate Finance
Investment
Compliance
Risk Management
Treasury
Corporate Development
Strategy
Corporate Secretarial
Board of Directors
Executive Committee
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
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