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Call And Put Option Agreement
"I need a Call and Put Option Agreement under Dutch law for tech company shares, where the call option can be exercised by the majority shareholder starting March 2025, and the put option by the minority shareholder if certain revenue targets aren't met by June 2025."
1. Parties: Identification of the parties entering into the agreement, including their legal details and capacities
2. Background: Context of the agreement, including the purpose and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Options: Explicit grant of the call and put options, including the scope and nature of rights granted
5. Option Price and Exercise Price: Details of the consideration for the options and the price payable upon exercise
6. Exercise Period: Timeframe during which the options may be exercised
7. Exercise Mechanism: Procedure for exercising the options, including notice requirements and formalities
8. Settlement and Completion: Process for completing the transfer of underlying assets upon exercise
9. Representations and Warranties: Standard and specific warranties regarding the underlying assets and parties' capacity
10. Covenants: Ongoing obligations of the parties during the option period
11. Transferability: Provisions regarding the ability to transfer or assign the options
12. Termination: Circumstances under which the agreement may be terminated
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Used when options relate to company shares and minority shareholder protection is required
2. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in a sale
3. Regulatory Compliance: Required when the options involve regulated financial instruments or listed securities
4. Tax Provisions: Detailed tax considerations when specific tax structures or international tax aspects are relevant
5. Security Arrangements: When collateral or security is required for option obligations
6. Change of Control: Provisions dealing with change of control in either party during the option period
7. Force Majeure: Specific provisions for handling unforeseen circumstances affecting the options
8. Anti-dilution Provisions: Required when options relate to shares and protection against dilution is needed
1. Schedule 1 - Description of Underlying Assets: Detailed description of the assets subject to the options
2. Schedule 2 - Form of Exercise Notice: Template notice for exercising the options
3. Schedule 3 - Calculation of Option Price: Detailed methodology for calculating option prices if complex formulas apply
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Warranties: Detailed warranties regarding the underlying assets
6. Appendix A - Corporate Approvals: Copies of relevant corporate approvals and authorizations
7. Appendix B - Regulatory Clearances: Copies of any required regulatory approvals or clearances
Authors
Agreement
Business Day
Call Option
Call Option Exercise Notice
Call Option Exercise Period
Call Option Exercise Price
Change of Control
Completion
Completion Date
Confidential Information
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 Expert
Initial Period
Law
Longstop Date
Material Adverse Change
Option
Option Assets
Option Price
Parties
Permitted Encumbrance
Permitted Transferee
Put Option
Put Option Exercise Notice
Put Option Exercise Period
Put Option Exercise Price
Related Persons
Relevant Interest Rate
Representative
Securities
Security Interest
Signing Date
Subsidiary
Tax
Transaction Documents
Transfer
Valuation Date
Working Hours
Interpretation
Grant of Options
Option Price
Exercise Price
Exercise Period
Exercise Procedure
Completion
Payment Terms
Representations and Warranties
Covenants
Conditions Precedent
Transfer Restrictions
Assignment
Termination
Events of Default
Force Majeure
Confidentiality
Notices
Anti-dilution
Regulatory Compliance
Tax
Security
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Amendment
Severability
Entire Agreement
Counterparts
Third Party Rights
Further Assurance
Costs and Expenses
Financial Services
Investment Banking
Private Equity
Venture Capital
Real Estate
Technology
Manufacturing
Energy
Professional Services
Healthcare
Telecommunications
Mining and Resources
Agriculture
Retail
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Risk Management
Compliance
Treasury
Corporate Governance
Business Development
Legal Counsel
Corporate Lawyer
Investment Manager
Chief Financial Officer
Finance Director
Business Development Director
Mergers & Acquisitions Manager
Investment Banker
Corporate Finance Manager
Risk Manager
Compliance Officer
Portfolio Manager
Private Equity Manager
Transaction Manager
Corporate Secretary
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