The Put And Call Option Deed is a sophisticated legal instrument commonly used in corporate and investment transactions in Hong Kong. It is particularly relevant in joint venture arrangements, investment exits, and strategic business relationships where parties want to establish clear mechanisms for future ownership transfers. The document provides a binding framework for both put options (right to sell) and call options (right to buy), typically used when parties want to create certainty around future exit possibilities or strategic alignments. This deed must comply with Hong Kong's legal framework, including the Securities and Futures Ordinance and Companies Ordinance, and typically includes detailed provisions on exercise periods, pricing mechanisms, completion requirements, and various conditions precedent. It's commonly used in conjunction with shareholders' agreements, investment agreements, or as part of larger corporate restructuring arrangements.
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1. Parties: Identification of the parties to the deed including the Grantor and Grantee of the options
2. Background: Context of the transaction, including details of the underlying assets and relationship between parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the deed
4. Grant of Options: Core provisions establishing the put and call options and their basic terms
5. Option Period: Specification of the duration during which each option may be exercised
6. Option Price: Details of the consideration payable upon exercise of either option
7. Exercise of Options: Procedures and requirements for validly exercising either option
8. Completion: Obligations and procedures for completing the transfer following option exercise
9. Representations and Warranties: Standard representations and warranties from each party
10. Confidentiality: Obligations regarding confidential information
11. Notices: Process for giving valid notices under the deed
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, etc.
1. Security Arrangements: Required if there is any security being provided for the obligations under the options
2. Third Party Rights: Required if any third parties are intended to have enforcement rights under the deed
3. Tax Provisions: Detailed tax provisions required if there are specific tax implications to be addressed
4. Regulatory Compliance: Required if the transaction involves regulated entities or activities
5. Pre-emptive Rights: Required if there are any pre-emptive rights to be preserved or addressed
6. Non-Competition: Required if there are restrictions on competition to be included
7. Drag and Tag Rights: Required if there are associated drag-along or tag-along rights
1. Schedule 1 - Form of Put Option Notice: Template notice for exercising the put option
2. Schedule 2 - Form of Call Option Notice: Template notice for exercising the call option
3. Schedule 3 - Details of the Option Assets: Detailed description of the assets subject to the options
4. Schedule 4 - Completion Requirements: Detailed list of actions and documents required at completion
5. Schedule 5 - Warranties: Detailed warranties given by the parties
6. Appendix A - Calculation of Option Price: If applicable, detailed methodology for calculating the option price
7. Appendix B - Required Consents: List of third party or regulatory consents required
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