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Call Option Shareholders Agreement
"I need a Call Option Shareholders Agreement for my NZ-based tech startup where an angel investor will have the option to purchase up to 25% additional shares at a pre-agreed valuation, exercisable by March 2025."
1. Parties: Identification of all parties to the agreement including the company, option grantor(s) and option holder(s)
2. Background: Context of the agreement, existing shareholding structure, and purpose of the call option arrangement
3. Definitions and Interpretation: Defined terms, interpretation rules, and governing law provisions
4. Grant of Call Option: Core terms of the option grant including number of shares, exercise price, and option period
5. Exercise of Call Option: Procedure for exercising the option, notice requirements, and completion mechanics
6. Consideration and Payment Terms: Details of the option price, exercise price, payment methods and timing
7. Conditions Precedent: Any conditions that must be satisfied before the option can be exercised
8. Representations and Warranties: Standard warranties regarding share ownership, authority to grant option, and company status
9. Share Rights and Restrictions: Rights attached to the option shares and any restrictions on transfer
10. Completion Requirements: Steps to be taken upon exercise of the option to complete the share transfer
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. Confidentiality: Obligations regarding confidential information and announcements
13. General Provisions: Standard boilerplate clauses including notices, amendments, and dispute resolution
1. Tag-Along Rights: Include when other shareholders should have the right to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares before option exercise
4. Foreign Investment Provisions: Include when option holder is a foreign entity requiring Overseas Investment Office approval
5. Multiple Option Holder Provisions: Include when there are multiple option holders with specific rights and priorities
6. Special Voting Rights: Include when option shares carry special voting rights or arrangements
7. Management Rights: Include when option holder should have specific management or board representation rights
8. Tax Indemnities: Include when specific tax arrangements or indemnities are required between parties
1. Schedule 1: Share Details: Details of the shares subject to the option including class, rights, and current ownership
2. Schedule 2: Option Exercise Notice: Form of notice to be used when exercising the option
3. Schedule 3: Share Transfer Form: Pro forma share transfer form to be used upon option exercise
4. Schedule 4: Company Constitution: Copy of the current company constitution
5. Schedule 5: Deed of Accession: Form for option holder to accede to existing shareholders agreement if applicable
6. Schedule 6: Calculation of Option Price: Formula or methodology for calculating the option price if variable
7. Appendix A: Required Regulatory Approvals: List of required regulatory approvals and compliance requirements
8. Appendix B: Completion Checklist: Checklist of actions required for completion of option exercise
Authors
Financial Services
Technology
Start-ups
Private Equity
Venture Capital
Professional Services
Manufacturing
Real Estate
Retail
Healthcare
Mining and Resources
Agriculture
Telecommunications
Media and Entertainment
Legal
Corporate Finance
Executive Leadership
Board of Directors
Compliance
Risk Management
Investment
Corporate Development
Company Secretariat
Treasury
Tax
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Company Secretary
Investment Director
Managing Director
Board Director
Corporate Finance Manager
Mergers & Acquisitions Manager
Legal Counsel
Investment Manager
Compliance Officer
Business Development Director
Financial Controller
Risk Manager
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