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Call And Put Option Agreement
"I need a Call and Put Option Agreement for a tech startup investment where our VC firm will have the right to purchase additional shares at a pre-determined valuation until March 2025, while the founders will have the right to sell their shares back to us if certain revenue targets aren't met."
1. Parties: Identifies and defines the parties to the agreement - typically the option holder(s) and option grantor(s)
2. Background: Sets out the context and purpose of the agreement, including details about the underlying assets
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Grant of Options: Explicitly states the grant of call and put options and their basic terms
5. Option Exercise Price: Specifies the price(s) at which the options can be exercised and any adjustment mechanisms
6. Exercise Period: Defines when the options can be exercised, including commencement and expiration dates
7. Exercise Procedure: Details the process and requirements for exercising the options
8. Settlement Terms: Specifies how the transaction will be settled upon exercise (cash or physical settlement)
9. Representations and Warranties: Standard and specific warranties from each party
10. Covenants: Ongoing obligations of the parties during the option period
11. Events of Default: Specifies what constitutes default and consequences
12. Termination: Circumstances under which the agreement can be terminated and the consequences
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Specifies Indian law as governing law and relevant jurisdiction for disputes
15. General Provisions: Standard boilerplate clauses including assignment, amendments, entire agreement, etc.
1. Regulatory Compliance: Required when dealing with regulated entities or when specific regulatory requirements apply
2. Foreign Exchange Provisions: Required when the agreement involves cross-border elements or foreign parties
3. Tag-Along Rights: Optional provisions for co-sale rights in case of share options
4. Drag-Along Rights: Optional provisions for forced sale in case of share options
5. Valuation Mechanism: Required when the exercise price is not fixed but requires future valuation
6. Anti-dilution Provisions: Required for share options to protect against dilution of shareholding
7. Tax Provisions: Detailed tax clauses required when specific tax implications need to be addressed
8. Right of First Refusal: Optional provisions giving priority rights for purchase of options or underlying assets
1. Schedule 1 - Option Terms: Detailed terms of the call and put options including precise exercise prices and periods
2. Schedule 2 - Underlying Assets: Detailed description of the assets subject to the options
3. Schedule 3 - Exercise Notice Format: Template for the option exercise notice
4. Schedule 4 - Warranties: Detailed warranties specific to the underlying assets
5. Schedule 5 - Completion Requirements: Detailed requirements for completing the transfer upon exercise
6. Appendix A - Board Resolutions: Copies of relevant board resolutions authorizing the agreement
7. Appendix B - Valuation Methodology: Detailed methodology for calculating asset value if applicable
8. Appendix C - Regulatory Approvals: Copies of relevant regulatory approvals or requirements
Authors
Agreement
Applicable Law
Business Day
Call Option
Call Option Exercise Notice
Call Option Exercise Period
Call Option Exercise Price
Call Option Holder
Call Option Shares
Completion
Completion Date
Conditions Precedent
Confidential Information
Control
Deed of Adherence
Default Event
Effective Date
Encumbrance
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Financial Year
Force Majeure Event
Governmental Authority
Group
Independent Valuer
Long Stop Date
Material Adverse Effect
Option
Option Assets
Option Period
Option Shares
Parties
Put Option
Put Option Exercise Notice
Put Option Exercise Period
Put Option Exercise Price
Put Option Holder
Put Option Shares
Related Party
Relevant Securities
SEBI
Shareholder
Shares
Subsidiary
Tag Along Right
Transfer
Valuation Date
Working Day
Definitions
Grant of Options
Option Exercise
Exercise Price
Exercise Period
Settlement
Transfer Restrictions
Tag Along Rights
Drag Along Rights
Anti-dilution
Representations and Warranties
Covenants
Conditions Precedent
Default
Termination
Force Majeure
Confidentiality
Assignment
Notices
Expenses
Regulatory Compliance
Foreign Exchange
Tax
Dispute Resolution
Governing Law
Jurisdiction
Severability
Amendment
Entire Agreement
Counterparts
Waiver
Further Assurance
Third Party Rights
Financial Services
Private Equity
Venture Capital
Investment Banking
Real Estate
Technology
Manufacturing
Retail
Healthcare
Infrastructure
Energy
Telecommunications
Professional Services
Mining and Natural Resources
Legal
Finance
Corporate Development
Investment
Compliance
Risk Management
Treasury
Corporate Secretarial
Business Development
Executive Leadership
Mergers and Acquisitions
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Legal Counsel
Investment Manager
Corporate Finance Manager
Business Development Director
Financial Controller
Company Secretary
Risk Manager
Compliance Officer
Managing Director
Private Equity Partner
Corporate Development Manager
Transaction Advisory Manager
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