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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.

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