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1. Parties: Identifies and provides full details of the parties to the agreement - the Option Grantor (current business owner) and the Option Holder
2. Background: Sets out the context of the agreement, including brief description of the business and the parties' intention regarding the option
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles
4. Grant of Option: Clearly states the granting of the option and its basic terms
5. Option Period: Specifies the duration of the option and any conditions regarding its exercise
6. Option Price and Payment: Details of the option premium payable for the right to purchase
7. Exercise of Option: Procedures and requirements for exercising the option
8. Purchase Price: Specifies the purchase price for the business or the mechanism for determining it
9. Business Operations During Option Period: Obligations regarding the conduct of business during the option period
10. Due Diligence: Rights and procedures for conducting due diligence investigations
11. Warranties and Representations: Standard warranties about the business and authority to enter into the agreement
12. Confidentiality: Obligations regarding confidential information
13. Breach and Termination: Consequences of breach and circumstances allowing termination
14. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Competition Law Compliance: Required when the transaction size might trigger competition law requirements
2. Employee Matters: Detailed section on employee transfers and obligations when staff concerns are significant
3. Intellectual Property: Specific provisions for businesses with significant IP assets
4. Environmental Matters: Required for businesses with environmental impacts or obligations
5. Real Property: Specific provisions when the business includes significant property assets
6. Third Party Consents: Required when key contracts or licenses need third party approval for transfer
7. B-BBEE Provisions: Required when B-BBEE status is crucial to the business
8. Earnout Provisions: Optional mechanism for price adjustment based on future performance
9. Break Fee: Provisions for compensation if the transaction fails under specific circumstances
1. Business Description: Detailed description of the business assets, operations, and scope
2. Purchase Price Calculation: Formula or methodology for calculating the final purchase price
3. Due Diligence Requirements: Specific requirements and procedures for due diligence
4. Required Consents: List of third-party consents needed for the transaction
5. Material Contracts: List of key contracts affecting the business
6. Excluded Assets: List of assets explicitly excluded from the sale
7. Employee Information: Details of employees and their terms of employment
8. Intellectual Property Schedule: List of all IP rights owned or used by the business
9. Properties Schedule: Details of owned or leased properties
10. Form of Exercise Notice: Template notice for exercising the option
Business
Business Day
Closing Date
Commencement Date
Completion
Confidential Information
Due Diligence Investigation
Due Diligence Period
Effective Date
Exercise Date
Exercise Notice
Exercise Period
Exercise Price
Financial Statements
Grantor
Initial Payment
Intellectual Property Rights
Material Adverse Change
Material Contracts
Option
Option Holder
Option Period
Option Premium
Parties
Purchase Price
Purchaser
Related Persons
Seller
Signature Date
Target Business
Transaction
Transfer Date
VAT
Warranties
Assets
B-BBEE
Board
Competition Act
Companies Act
Conditions Precedent
Employees
Encumbrance
Fixed Assets
Governing Law
Liabilities
Material Adverse Effect
Permitted Encumbrances
Property
Records
Required Consents
SARS
Taxation
Definitions and Interpretation
Grant of Option
Option Period
Option Premium
Exercise of Option
Purchase Price
Payment Terms
Due Diligence
Conditions Precedent
Warranties and Representations
Business Operations
Confidentiality
Non-Competition
Employee Matters
Intellectual Property
Assets Transfer
Liabilities
Tax Matters
Competition Law Compliance
B-BBEE Compliance
Real Property
Material Contracts
Third Party Consents
Data Protection
Environmental Compliance
Force Majeure
Dispute Resolution
Governing Law
Assignment
Notices
Costs
Breach
Termination
Whole Agreement
Severability
Variation
Waiver
Further Assurance
Counterparts
Retail
Manufacturing
Technology
Professional Services
Healthcare
Hospitality
Real Estate
Construction
Agriculture
Mining
Financial Services
Education
Transportation
Energy
Telecommunications
Legal
Finance
Corporate Development
Mergers & Acquisitions
Strategy
Executive Leadership
Risk & Compliance
Business Development
Operations
Company Secretariat
Chief Executive Officer
Managing Director
Business Owner
Corporate Lawyer
Legal Counsel
Chief Financial Officer
Business Development Director
Mergers & Acquisitions Manager
Commercial Director
Investment Manager
Company Secretary
Finance Director
Strategy Director
Operations Director
Risk Manager
Compliance Officer
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