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Call And Put Option Agreement Template for Ireland

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Key Requirements PROMPT example:

Call And Put Option Agreement

"I need a Call and Put Option Agreement under Irish law for a tech startup investment, where our VC firm will have the right to buy additional shares at a pre-agreed valuation until March 2025, and the founders will have the right to sell their shares to us if certain revenue targets aren't met."

Document background
The Call And Put Option Agreement is a strategic legal instrument used to provide flexibility and security in business transactions under Irish law. It is commonly employed in corporate investments, joint ventures, and shareholder arrangements where parties wish to establish clear exit mechanisms or investment protection. The agreement grants reciprocal rights to buy and sell assets (typically shares or securities) at pre-agreed terms, providing certainty and risk management for all parties involved. This document type is particularly valuable in investment scenarios where parties need to manage their exposure and maintain strategic control over their investment positions. The agreement must comply with Irish corporate and financial services law, including the Companies Act 2014 and relevant EU regulations, making it suitable for both domestic and cross-border transactions involving Irish entities or assets.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement

2. Background: Sets out the context and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes rules of interpretation

4. Grant of Options: Establishes the basic grant of the call and put options

5. Option Exercise Period: Specifies the timeframe during which each option may be exercised

6. Exercise Price: Details the price at which each option may be exercised

7. Exercise Procedure: Sets out the process for exercising the options

8. Completion: Details the process for completing the transfer once an option is exercised

9. Representations and Warranties: Standard warranties about capacity, authority, and ownership

10. Termination: Circumstances under which the agreement can be terminated

11. Confidentiality: Obligations regarding confidential information

12. Notices: Process for giving formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, assignment, and entire agreement

Optional Sections

1. Regulatory Compliance: Required when the underlying assets or parties are subject to specific regulatory requirements

2. Tag-Along Rights: Include when other shareholders should have the right to join in the sale

3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale

4. Security Arrangements: Include when the options are to be secured by other assets or guarantees

5. Anti-dilution Provisions: Include to protect option holders from dilution of their potential ownership

6. Escrow Arrangements: Include when payment or shares need to be held in escrow

7. Tax Provisions: Include detailed tax provisions when there are specific tax implications to be addressed

8. Foreign Investment Provisions: Required when dealing with cross-border transactions or foreign investors

Suggested Schedules

1. Schedule 1 - Details of the Underlying Assets: Detailed description of the shares, securities or other assets subject to the options

2. Schedule 2 - Form of Exercise Notice: Template notice for exercising the options

3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion

4. Schedule 4 - Warranties: Detailed warranties about the underlying assets

5. Schedule 5 - Existing Encumbrances: List of any existing charges or encumbrances on the underlying assets

6. Appendix A - Calculation of Exercise Price: If the exercise price involves complex calculations or adjustments

7. Appendix B - Regulatory Approvals: List of required regulatory approvals and compliance requirements

8. Appendix C - Corporate Authorities: Copies of board resolutions and other corporate approvals

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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