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Put And Call Option Shareholders Agreement

Put And Call Option Shareholders Agreement Template for New Zealand

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Key Requirements PROMPT example:

Put And Call Option Shareholders Agreement

"I need a Put and Call Option Shareholders Agreement under New Zealand law for my technology startup, where three founding shareholders each hold 33.33% shares, and we want to include pre-agreed valuation formulas based on EBITDA multiples with the put and call options exercisable from January 2025."

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Document background
The Put And Call Option Shareholders Agreement is a crucial document for New Zealand companies seeking to establish clear mechanisms for future ownership transitions. It is particularly valuable in private companies where shareholders need predetermined paths for entry and exit. The agreement provides flexibility through put options (allowing shareholders to sell their shares) and call options (allowing designated parties to purchase shares) under specified conditions and timeframes. This document type is essential for companies wanting to maintain control over ownership changes while providing shareholders with liquidity options. The agreement must comply with New Zealand corporate law requirements, including the Companies Act 1993 and relevant securities regulations. It typically includes detailed provisions for share valuation, exercise procedures, completion mechanisms, and various shareholder protections.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including shareholders and the company

2. Background: Sets out the context of the agreement, ownership structure, and purpose of the put and call options

3. Definitions and Interpretation: Defines key terms and establishes interpretation principles

4. Grant of Options: Details the put and call options being granted, including scope and conditions

5. Option Exercise Period: Specifies when and how long the options can be exercised

6. Exercise Price and Valuation: Defines the price or valuation mechanism for the shares when options are exercised

7. Exercise Procedure: Details the process and requirements for exercising options

8. Completion of Share Transfer: Procedures for executing the share transfer following option exercise

9. Warranties and Representations: Standard warranties about share ownership, authority to sell, and company status

10. Shareholders' Rights and Obligations: General rights and obligations of shareholders while options are outstanding

11. Confidentiality: Provisions regarding confidential information and its protection

12. Default and Remedies: Consequences of breach and available remedies

13. Notices: Requirements for giving formal notices under the agreement

14. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment

Optional Sections

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

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

3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares before third parties

4. Multiple Classes of Shares: Include when company has different share classes with varying rights

5. Board Appointment Rights: Include when specific shareholders have rights to appoint directors

6. Dividend Policy: Include when specific dividend arrangements need to be documented

7. Dead Lock Resolution: Include when specific procedures for resolving shareholder disputes are needed

8. Non-Compete Provisions: Include when restrictions on shareholders' competing activities are required

Suggested Schedules

1. Company Details: Details of the company including share capital structure and existing shareholders

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

3. Share Transfer Form: Standard form for executing share transfers

4. Deed of Accession: Template for new shareholders to join the agreement

5. Valuation Methodology: Detailed procedures for calculating share value

6. Warranties: Detailed list of warranties given by parties

7. Board Resolution: Pro-forma board resolution approving share transfers

8. Shareholders' Resolution: Pro-forma shareholders' resolution if required for 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Board
Business
Business Day
Call Option
Call Option Exercise Date
Call Option Exercise Notice
Call Option Exercise Period
Call Option Holder
Call Option Price
Companies Act
Company
Completion
Completion Date
Confidential Information
Constitution
Directors
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Financial Year
Group
Independent Valuer
Insolvency Event
Material Adverse Change
Notice
Option
Option Shares
Parties
Put Option
Put Option Exercise Date
Put Option Exercise Notice
Put Option Exercise Period
Put Option Holder
Put Option Price
Related Company
Relevant Interest
Share Certificate
Shareholders
Shareholders' Resolution
Shares
Special Resolution
Subsidiary
Third Party
Transfer
Transferee
Transferor
Valuation Date
Valuation Methodology
Working Day
Clauses
Interpretation
Definitions
Option Grant
Option Exercise
Share Transfer
Completion
Purchase Price
Valuation
Warranties and Representations
Shareholder Rights
Share Certificate
Board Matters
Voting Rights
Dividend Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Share Dealing
Confidentiality
Non-Competition
Default
Termination
Dispute Resolution
Notices
Assignment
Amendment
Waiver
Severability
Further Assurance
Costs
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Relevant Industries

Technology

Professional Services

Manufacturing

Retail

Real Estate

Financial Services

Healthcare

Agriculture

Mining

Construction

Media and Entertainment

Hospitality

Education

Transport and Logistics

Relevant Teams

Legal

Corporate Secretariat

Finance

Executive Leadership

Corporate Development

Compliance

Risk Management

Investment

Shareholder Relations

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Managing Director

Board Director

Shareholder Relations Manager

Investment Manager

Corporate Development Director

Business Development Manager

Financial Controller

Compliance Officer

Risk Manager

Corporate Governance Manager

Industries
Companies Act 1993: Primary legislation governing company operations in New Zealand, including shareholders' rights, share transfers, and company administration
Financial Markets Conduct Act 2013: Regulates financial products and securities, including the treatment of options and requirements for financial product offerings
Contract and Commercial Law Act 2017: Governs contract formation, interpretation, and enforcement, which is essential for the option agreement aspects
Income Tax Act 2007: Addresses tax implications of share transfers and option exercises, including potential capital gains implications
Takeovers Code (Takeovers Regulations 2000): May be relevant if the company is a code company or if the share transactions could trigger takeover provisions
Fair Trading Act 1986: Ensures fair trading practices and prevents misleading conduct in business transactions, including share dealings
Personal Property Securities Act 1999: Relevant for any security interests created over shares or other personal property as part of the agreement
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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