Put And Call Option Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

Put And Call Option Shareholders Agreement

"I need a Put and Call Option Shareholders Agreement under Irish law for our technology startup, where our lead venture capital investor will have a call option to purchase additional shares from founders after January 2025, and founders will have a put option to sell their shares if certain valuation milestones aren't met by June 2025."

Document background
The Put And Call Option Shareholders Agreement is a vital instrument in Irish corporate governance, typically employed when shareholders wish to establish clear mechanisms for future ownership changes. This document is particularly useful in private companies, joint ventures, and investment scenarios where parties need predetermined exit routes or purchase rights. It provides a framework compliant with Irish law for shareholders to either compel the purchase of their shares (put option) or force the sale of others' shares (call option) under specified conditions. The agreement typically includes comprehensive provisions on valuation mechanisms, timing of exercise, completion procedures, and various protective provisions for all parties involved. It's especially relevant in situations involving venture capital investments, family businesses, or strategic corporate partnerships where future ownership flexibility is crucial.
Suggested Sections

1. Parties: Identification of all shareholders and the company

2. Background: Context of the agreement, existing shareholding structure, and purpose of the put and call options

3. Definitions and Interpretation: Defined terms, rules of interpretation, and calculation methods

4. Grant of Options: Formal grant of put and call options, including scope and basic terms

5. Option Period: Duration of the options and any specific exercise windows

6. Exercise Price: Methodology for determining the option price, including any valuation mechanisms

7. Exercise Procedure: Process and requirements for exercising the options

8. Completion of Option Exercise: Requirements and procedures for completing the share transfer after option exercise

9. Representations and Warranties: Standard representations regarding capacity, authority, and share ownership

10. Transfer Restrictions: Limitations on share transfers during the option period

11. Termination: Circumstances under which the agreement can be terminated

12. Confidentiality: Obligations regarding confidential information

13. Notices: Process for formal communications between parties

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms as majority shareholders

2. Drag-Along Rights: Include when majority shareholders need the right to force minorities to join in a sale

3. Share Classes Provisions: Include when dealing with multiple classes of shares with different rights

4. Pre-emption Rights: Include when existing shareholders should have first right to purchase shares

5. Management Provisions: Include when the agreement needs to address ongoing management rights

6. Non-Compete Provisions: Include when shareholders should be restricted from competing activities

7. Expert Determination: Include when requiring specific expertise for price determination or disputes

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

Suggested Schedules

1. Schedule 1 - Share Ownership Table: Current shareholding structure and share classes

2. Schedule 2 - Option Exercise Notice Form: Template form for exercising put or call options

3. Schedule 3 - Share Transfer Form: Standard form for transferring shares upon option exercise

4. Schedule 4 - Valuation Methodology: Detailed procedures for calculating share value

5. Schedule 5 - Deed of Adherence: Form for new shareholders to become bound by the agreement

6. Schedule 6 - Company Information: Key company details and corporate information

7. Schedule 7 - Completion Requirements: Checklist of documents and actions required at completion

8. Appendix A - Board Resolutions: Pro forma board resolutions approving share transfers

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
Relevant Industries

Private Equity

Venture Capital

Technology

Financial Services

Professional Services

Manufacturing

Real Estate

Healthcare

Retail

Family Businesses

Start-ups

Small and Medium Enterprises

Relevant Teams

Legal

Corporate Governance

Finance

Executive Leadership

Investment

Corporate Development

Compliance

Risk Management

Treasury

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Legal Director

Company Secretary

Investment Manager

Private Equity Manager

Venture Capital Partner

Corporate Development Director

Financial Director

Business Development Director

Risk Manager

Compliance Officer

Board Member

Managing Director

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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