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1. Parties: Identifies and defines all parties to the agreement, including their legal status and contact details
2. Background: Sets out the context and purpose of the option agreement, including relevant background information about the parties and the subject matter
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Grant of Option: Clearly states the option being granted and its basic terms
5. Option Period: Specifies the duration of the option and any conditions affecting its term
6. Option Fee: Details the consideration paid for the option and payment terms
7. Exercise of Option: Describes the process and requirements for exercising the option
8. Completion: Sets out the process and obligations upon exercise of the option
9. Warranties and Representations: Contains warranties given by each party regarding their capacity and authority
10. Confidentiality: Establishes obligations regarding confidential information
11. Default and Termination: Specifies events of default and termination rights
12. General Provisions: Contains standard boilerplate clauses including notices, governing law, and dispute resolution
1. Due Diligence: Include when the option holder has the right to conduct investigations before exercise
2. Security: Include when there is any form of security provided for the option
3. Third Party Consents: Include when exercise of the option requires external approvals
4. Pre-emptive Rights: Include for share options where existing shareholders have pre-emptive rights
5. Tax Provisions: Include when specific tax treatments or obligations need to be addressed
6. Regulatory Compliance: Include when specific regulatory requirements apply to the option or its exercise
7. Assignment: Include when transfer rights need to be specifically addressed
1. Schedule 1 - Description of Option Subject Matter: Detailed description of the asset, shares, or rights subject to the option
2. Schedule 2 - Option Exercise Notice: Pro forma notice for exercising the option
3. Schedule 3 - Option Fee Calculation: Formula or mechanism for calculating the option fee if not fixed
4. Schedule 4 - Exercise Price Calculation: Formula or mechanism for calculating the exercise price if not fixed
5. Schedule 5 - Completion Requirements: Detailed list of requirements and deliverables upon exercise
6. Appendix A - Due Diligence Requirements: If applicable, detailed requirements for due diligence process
7. Appendix B - Required Consents: If applicable, list of required third-party or regulatory consents
Business Day
Completion
Completion Date
Conditions Precedent
Confidential Information
Default Event
Effective Date
Encumbrance
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Expiry Date
Force Majeure Event
Grant Date
GST
Intellectual Property Rights
Material Adverse Change
Option
Option Fee
Option Period
Option Subject Matter
Parties
Permitted Encumbrance
Related Company
Security Interest
Subsidiary
Working Hours
Option Fee
Option Period
Exercise of Option
Exercise Price
Conditions Precedent
Due Diligence
Completion
Warranties and Representations
Confidentiality
Security
Assignment
Force Majeure
Default
Termination
GST and Tax
Regulatory Compliance
Third Party Rights
Further Assurance
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Costs
Counterparts
Real Estate
Financial Services
Technology
Manufacturing
Mining and Resources
Agriculture
Retail
Professional Services
Investment Banking
Private Equity
Venture Capital
Energy
Infrastructure
Legal
Finance
Commercial
Business Development
Corporate Development
Risk and Compliance
Operations
Investment
Strategy
Property
Mergers and Acquisitions
Asset Management
Legal Counsel
Commercial Director
Business Development Manager
Chief Financial Officer
Investment Manager
Property Manager
Corporate Lawyer
Transactions Manager
Compliance Officer
Risk Manager
Company Secretary
Asset Manager
Chief Executive Officer
Commercial Manager
Director of Operations
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