A Call Option Shareholders Agreement is commonly used when parties wish to establish future ownership rights while deferring actual share transfers. Under English and Welsh law, this document provides a framework for potential share acquisitions, typically used in business succession planning, employee incentivization, or strategic investment scenarios. The agreement details the option terms, exercise procedures, and rights of all parties involved, while ensuring compliance with UK company law and corporate governance requirements.
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Key Requirements PROMPT example:
Call Option Shareholders Agreement
"I need a Call Option Shareholders Agreement for our tech startup where three founding members will have the right to purchase additional shares at a predetermined price of £50 per share during January 2025, with tag-along rights for minority shareholders."
1. Parties: Identification and details of all parties to the agreement including the option holder and the shareholders granting the option
2. Background: Context of the agreement, including company details and reason for granting the call option
3. Definitions: Definitions of key terms used throughout the agreement including 'Option Shares', 'Exercise Price', 'Exercise Period'
4. Grant of Option: Terms and conditions of the call option, including number of shares subject to the option
5. Exercise Period: Specification of the time period during which the option can be exercised and any conditions precedent
6. Exercise Price: Details of the price at which shares can be purchased and payment terms
7. Exercise Procedure: Step-by-step process for exercising the option, including notice requirements
8. Completion of Share Transfer: Process and obligations for completing the share transfer upon exercise
9. Representations and Warranties: Standard representations and warranties from all parties
10. Termination: Circumstances under which the option agreement can be terminated
11. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction
1. Tag-Along Rights: Rights of other shareholders to join in the sale when the option is exercised
2. Drag-Along Rights: Rights to force other shareholders to join in the sale upon option exercise
3. Anti-dilution Provisions: Protections against dilution of the option holder's rights through new share issues
4. Change of Control Provisions: Special provisions triggered by a change in control of the company
5. Restrictive Covenants: Non-compete and other restrictive covenants applicable to the parties
1. Schedule 1 - Share Details: Detailed description of the shares subject to the option, including class and rights
2. Schedule 2 - Form of Exercise Notice: Template notice to be used when exercising the option
3. Schedule 3 - Deed of Adherence: Form of deed for new shareholders to adhere to existing shareholders' agreement
4. Schedule 4 - Valuation Methodology: Agreed method for determining share value if not fixed
5. Schedule 5 - Existing Shareholders' Agreement: Copy of the current shareholders' agreement to which option holder will become party
Authors
Relevant legal definitions
Agreement
Business Day
Call Option
Completion
Completion Date
Confidential Information
Consideration
Deed of Adherence
Encumbrance
Exercise Notice
Exercise Period
Exercise Price
Group
Option Holder
Option Shares
Parties
Permitted Transferee
Related Persons
Relevant Securities
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Transferor
Valuation
Working Day
Business Day
Call Option
Completion
Completion Date
Confidential Information
Consideration
Deed of Adherence
Encumbrance
Exercise Notice
Exercise Period
Exercise Price
Group
Option Holder
Option Shares
Parties
Permitted Transferee
Related Persons
Relevant Securities
Share Capital
Shareholders
Shares
Subsidiary
Tag-Along Notice
Tag-Along Rights
Transfer
Transferor
Valuation
Working Day
Clauses
Definitions and Interpretation
Grant of Option
Exercise of Option
Option Price
Completion Mechanics
Representations and Warranties
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Share Valuation
Confidentiality
Non-Competition
Information Rights
Board Composition
Dividend Rights
Transfer of Rights
Termination
Default
Notices
Assignment
Entire Agreement
Variation
Waiver
Severability
Costs
Governing Law
Jurisdiction
Counterparts
Grant of Option
Exercise of Option
Option Price
Completion Mechanics
Representations and Warranties
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emption Rights
Share Valuation
Confidentiality
Non-Competition
Information Rights
Board Composition
Dividend Rights
Transfer of Rights
Termination
Default
Notices
Assignment
Entire Agreement
Variation
Waiver
Severability
Costs
Governing Law
Jurisdiction
Counterparts
Relevant Industries
Relevant Teams
Relevant Roles
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