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Call And Put Option Agreement
"I need a Call and Put Option Agreement under New Zealand law for my tech startup, where an investor will have the right to purchase an additional 25% shareholding until March 2025, and existing shareholders will have the right to sell their shares back to the investor if certain revenue targets aren't met by December 2025."
1. Parties: Identifies and defines all parties to the agreement, including full legal names and addresses
2. Background: Sets out the context and purpose of the agreement, including details of the underlying assets or shares
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Grant of Options: Formally establishes the call and put options and their basic terms
5. Option Exercise Period: Specifies the timeframe during which each option may be exercised
6. Exercise Price: Details the price(s) at which the options may be exercised and any price adjustment mechanisms
7. Exercise Procedure: Sets out the specific process and requirements for exercising either option
8. Settlement and Completion: Describes the process for completing the transaction once an option is exercised
9. Representations and Warranties: Contains standard and specific warranties from all parties
10. Confidentiality: Establishes obligations regarding confidential information
11. Notices: Specifies how formal notices must be given under the agreement
12. General Provisions: Contains standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Security Arrangements: Required when the option agreement includes specific security or collateral arrangements
2. Tag-Along Rights: Included when minority shareholders need protection in case of option exercise
3. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in a sale
4. Anti-Dilution Provisions: Required when protecting option holders against dilution from new share issues
5. Regulatory Compliance: Needed when the transaction may require specific regulatory approvals or compliance
6. Foreign Investment Provisions: Required when the agreement involves overseas investors and needs to comply with the Overseas Investment Act
7. Tax Provisions: Included when specific tax arrangements or obligations need to be addressed
1. Schedule 1 - Option Terms: Detailed terms of both the call and put options, including precise calculation methods for the exercise price
2. Schedule 2 - Form of Exercise Notice: Template notice to be used when exercising either option
3. Schedule 3 - Description of Assets/Shares: Detailed description of the underlying assets or shares subject to the options
4. Schedule 4 - Completion Requirements: Checklist of all documents and actions required upon exercise of either option
5. Appendix A - Warranties: Detailed warranties given by each party
6. Appendix B - Pre-Emptive Rights: Details of any existing pre-emptive rights that may affect the options
Authors
Asset
Business Day
Call Option
Call Option Exercise Date
Call Option Exercise Notice
Call Option Exercise Period
Call Option Exercise Price
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Default Event
Effective Date
Encumbrance
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Financial Year
Force Majeure Event
Governmental Authority
Group
GST
Independent Expert
Initial Period
Insolvency Event
Law
Long Stop Date
Material Adverse Change
Notice
Option
Option Holder
Option Period
Option Shares
Parties
Permitted Encumbrance
Put Option
Put Option Exercise Date
Put Option Exercise Notice
Put Option Exercise Period
Put Option Exercise Price
Related Company
Regulatory Approval
Relevant Interest
Security Interest
Shares
Subsidiary
Tag-Along Notice
Tag-Along Right
Transaction Documents
Transfer
Valuation Date
Working Day
Definitions
Grant of Options
Option Exercise
Exercise Price
Exercise Period
Completion
Settlement
Representations and Warranties
Covenants
Conditions Precedent
Security
Regulatory Compliance
Confidentiality
Anti-dilution
Tag-along Rights
Drag-along Rights
Valuation
Payment Terms
Transfer Restrictions
Default
Termination
Force Majeure
Notices
Assignment
Amendment
Waiver
Severability
Costs
GST
Governing Law
Dispute Resolution
Entire Agreement
Counterparts
Financial Services
Investment Banking
Private Equity
Venture Capital
Real Estate
Technology
Manufacturing
Professional Services
Mining and Resources
Agriculture
Retail
Healthcare
Infrastructure
Legal
Corporate Finance
Mergers & Acquisitions
Investment
Risk Management
Compliance
Corporate Development
Treasury
Business Development
Company Secretariat
Chief Financial Officer
Investment Director
Corporate Lawyer
Legal Counsel
Investment Manager
Corporate Finance Manager
M&A Director
Private Equity Manager
Commercial Director
Risk Manager
Company Secretary
Transaction Manager
Portfolio Manager
Business Development Director
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