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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
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A New Zealand law-governed agreement establishing mutual rights for shareholders to buy (call) or sell (put) company shares under specific terms and conditions.
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A New Zealand-governed agreement granting the right to sell a specified asset at a predetermined price within an agreed timeframe.
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