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Option To Purchase Shares Agreement
1. Parties: Identification of the grantor of the option (typically the company) and the option holder
2. Background: Context of the option grant, including company information and purpose of the agreement
3. Definitions: Key terms used throughout the agreement, including technical and financial definitions
4. Grant of Option: Details of the option grant, including number of shares, type of shares, and any conditions precedent
5. Exercise Price: Specification of the price at which shares can be purchased and any price adjustment mechanisms
6. Exercise Period: Timeframe during which the option can be exercised, including vesting schedule if applicable
7. Exercise Procedure: Process and requirements for exercising the option, including notice requirements and payment methods
8. Nature of Shares: Description of the rights attached to the shares when issued, including any restrictions
9. Transferability: Restrictions on transfer of the option rights and/or shares once acquired
10. Termination: Circumstances under which the option agreement can be terminated and consequences
11. Taxes and Costs: Allocation of tax liabilities and transaction costs
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for formal communications between parties
14. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes
1. Employment Relationship: Required when options are granted as part of employment compensation, addressing impact of employment termination
2. Good Leaver/Bad Leaver: Provisions defining treatment of options based on circumstances of employment termination
3. Drag-Along Rights: Rights forcing option holders to join in sale of company, relevant for privately held companies
4. Tag-Along Rights: Rights allowing option holders to join in sale of company shares, relevant for privately held companies
5. Anti-dilution Protection: Provisions protecting option holder from dilution through share issues or corporate restructuring
6. Change of Control: Special provisions triggered by change in company ownership or control
7. Securities Law Compliance: Required for public companies or when compliance with specific securities regulations is needed
8. Board Approval Requirements: Required when exercise of options requires specific corporate approvals
1. Option Certificate: Formal certificate documenting the grant of options
2. Exercise Notice: Template form for exercising the option
3. Deed of Adherence: Form for option holder to agree to company's shareholders' agreement upon exercise
4. Vesting Schedule: Detailed schedule of vesting dates and conditions if applicable
5. Shareholders' Agreement: Key terms of existing shareholders' agreement that will apply post-exercise
6. Company's Articles of Association: Current articles of association affecting the shares
7. Valuation Methodology: Agreed method for determining fair market value if relevant to exercise price
Authors
Articles of Association
Board
Business Day
Change of Control
Company
Completion
Confidential Information
Danish Companies Act
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Fair Market Value
Financial Year
General Meeting
Good Leaver
Bad Leaver
Grant Date
Group
Option
Option Certificate
Option Holder
Option Shares
Parties
Share Capital
Shareholders' Agreement
Shares
Subsidiary
Tax
Termination Date
Transfer
Vesting Date
Vesting Period
Vesting Schedule
Working Hours
Encumbrance
Material Adverse Change
Permitted Transferee
Related Persons
Valuation
Grant of Option
Option Price
Exercise Period
Exercise Conditions
Exercise Procedure
Share Rights
Vesting
Transfer Restrictions
Pre-emption Rights
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Adjustment Provisions
Termination
Good Leaver/Bad Leaver
Change of Control
Representations and Warranties
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Tax Obligations
Costs and Expenses
Assignment
Notices
Amendment
Severability
Entire Agreement
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
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