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Call Option Shareholders Agreement

Call Option Shareholders Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Call Option Shareholders Agreement

"I need a Call Option Shareholders Agreement for our Hong Kong tech startup, where we're granting our CTO the option to purchase up to 5% of company shares at a fixed price of HKD 100 per share, exercisable until March 2025 upon achieving specific revenue milestones."

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Document background
The Call Option Shareholders Agreement is a crucial document in Hong Kong corporate transactions, typically used when parties wish to establish future share acquisition rights while deferring the actual purchase. This agreement is commonly employed in various scenarios including business succession planning, employee incentive schemes, strategic investments, and corporate restructuring. The document, governed by Hong Kong law, must comply with the Companies Ordinance (Cap. 622) and Securities and Futures Ordinance (Cap. 571), particularly regarding share transfers and securities regulations. The agreement comprehensively details the option terms, exercise mechanics, completion procedures, and parties' rights and obligations, while incorporating necessary protections and compliance measures specific to Hong Kong's legal framework. It's essential for structuring potential ownership changes and protecting both the option grantor's and holder's interests throughout the option period.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the option holder(s) and option grantor(s)

2. Background: Context of the agreement, including company details and reason for granting the option

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Grant of Option: Core terms of the option grant, including number of shares subject to option

5. Option Price and Payment Terms: Details of the option exercise price and how payment should be made

6. Exercise Period: Time period during which the option may be exercised

7. Exercise Procedure: Step-by-step process for exercising the option

8. Completion of Option Exercise: Process and obligations upon exercise of the option

9. Representations and Warranties: Key statements of fact and promises by all parties

10. Covenants: Ongoing obligations of the parties during the option period

11. Transferability and Assignment: Rules regarding transfer of option rights

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

13. Confidentiality: Obligations regarding confidential information

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Tag-Along Rights: Optional section for when option holders should have the right to join in sales by other shareholders

2. Drag-Along Rights: Optional section for when majority shareholders should have the right to force option holders to join in a sale

3. Anti-Dilution Protection: Optional protection against dilution of option rights in case of share capital restructuring

4. Right of First Refusal: Optional pre-emptive rights on share transfers

5. Performance Conditions: Optional section when option exercise is tied to specific performance conditions

6. Regulatory Compliance: Optional section for regulated industries or when specific regulatory requirements apply

7. Foreign Investment Provisions: Optional section when foreign investment regulations need to be addressed

8. Tax Provisions: Optional detailed tax treatment and obligations when specific tax structures are needed

Suggested Schedules

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

2. Schedule 2 - Option Shares Details: Specific details of shares subject to the option including class and rights

3. Schedule 3 - Form of Option Exercise Notice: Template notice for exercising the option

4. Schedule 4 - Deed of Adherence: Form for new shareholders to agree to existing shareholders agreement

5. Schedule 5 - Completion Requirements: Detailed list of requirements for completing the share transfer upon option exercise

6. Schedule 6 - Share Transfer Form: Template share transfer form compliant with Hong Kong requirements

7. Appendix A - Valuation Methodology: Agreed method for determining share value if applicable

8. Appendix B - Regulatory Approvals: List of required regulatory approvals and processes

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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