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Option To Purchase Shares Agreement Template for Switzerland

This Swiss-law governed Option To Purchase Shares Agreement establishes the terms and conditions under which specified parties may acquire shares in a company at a predetermined price within a defined timeframe. The document complies with Swiss corporate law requirements, particularly the Swiss Code of Obligations, and includes detailed provisions on option exercise mechanics, share transfer procedures, and associated rights and obligations. It incorporates necessary safeguards for both option grantor and holder, addressing tax implications, regulatory compliance, and corporate governance requirements specific to the Swiss jurisdiction.

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What is a Option To Purchase Shares Agreement?

The Option To Purchase Shares Agreement is a crucial document used in Swiss corporate transactions to grant rights for future share acquisitions. It is commonly employed in various scenarios including employee incentive schemes, strategic investments, corporate restructuring, and startup funding rounds. The agreement must comply with Swiss law, particularly the Swiss Code of Obligations and relevant financial market regulations. It typically includes detailed provisions on exercise periods, pricing mechanisms, vesting schedules (if applicable), and share transfer procedures. This document is essential for companies looking to provide future ownership opportunities while maintaining current control and establishing clear procedures for eventual share transfers. The agreement's structure accommodates both simple and complex option arrangements, ensuring alignment with Swiss corporate governance requirements and market practices.

What sections should be included in a Option To Purchase Shares Agreement?

1. Parties: Identification of the option grantor (typically the company or existing shareholder) and the option holder

2. Background: Context of the option grant, including company information and purpose of the agreement

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of Option: Details of the option grant, including number of shares, type of shares, and nature of the option rights

5. Option Price: Specification of the option price (if any) and payment terms for acquiring the option

6. Exercise Price: Specification of the price to be paid for the shares upon exercise of the option

7. Exercise Period: Timeframe during which the option may be exercised, including start and end dates

8. Exercise Procedure: Detailed process for exercising the option, including notice requirements and payment mechanisms

9. Share Transfer Provisions: Procedures and requirements for transferring shares upon option exercise

10. Representations and Warranties: Standard representations and warranties from both parties

11. Taxes: Allocation of tax liabilities and responsibilities

12. Confidentiality: Provisions regarding confidential treatment of agreement terms and company information

13. Notices: Process and requirements for formal communications between parties

14. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including severability, entire agreement, and amendments

What sections are optional to include in a Option To Purchase Shares Agreement?

1. Vesting Schedule: Include when the option rights vest over time rather than being immediately exercisable

2. Performance Conditions: Include when option exercise is tied to specific performance targets or conditions

3. Tag-Along Rights: Include when option holders should have the right to join in sale of shares by major shareholders

4. Drag-Along Rights: Include when option holders can be forced to join in sale of shares

5. Non-Competition and Non-Solicitation: Include when option holder is an employee or service provider

6. Share Valuation Mechanism: Include when exercise price needs to be determined by formula or independent valuation

7. Change of Control Provisions: Include when special rules apply in case of company sale or merger

8. Death and Disability Provisions: Include when special rules apply for option exercise in case of death or disability

9. Board Approval Requirements: Include when exercise is subject to board or shareholder approval

What schedules should be included in a Option To Purchase Shares Agreement?

1. Schedule 1: Share Capital Structure: Details of company's share capital structure and existing shareholders

2. Schedule 2: Option Exercise Notice: Form of notice to be used when exercising the option

3. Schedule 3: Share Transfer Form: Form for executing the transfer of shares upon option exercise

4. Schedule 4: Deed of Adherence: Form to bind option holder to existing shareholders' agreement

5. Schedule 5: Vesting Schedule: Detailed breakdown of vesting timeline and conditions (if applicable)

6. Schedule 6: Company Articles: Copy of current articles of association

7. Appendix A: Shareholders' Agreement: Copy of existing shareholders' agreement (if applicable)

8. Appendix B: Board Resolutions: Copy of board resolutions approving option grant

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Switzerland

Cost

Free to use

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