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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."
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
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
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
Financial Services
Investment Banking
Private Equity
Venture Capital
Technology
Real Estate
Manufacturing
Professional Services
Energy
Healthcare
Telecommunications
Mining and Resources
Legal
Finance
Compliance
Risk Management
Corporate Development
Investment
Treasury
Tax
Strategy
Corporate Secretariat
Chief Financial Officer
Investment Director
Corporate Lawyer
Legal Counsel
Investment Manager
Finance Director
Compliance Officer
Risk Manager
Corporate Secretary
Business Development Director
Portfolio Manager
Transaction Manager
Private Equity Associate
Mergers & Acquisitions Director
Strategy Director
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Call And Put Option Agreement
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An Irish law-governed agreement granting the right to sell a specified asset at a predetermined price within a specified period.
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