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Call Option Shareholders Agreement

Call Option Shareholders Agreement Template for Ireland

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Key Requirements PROMPT example:

Call Option Shareholders Agreement

"I need a Call Option Shareholders Agreement under Irish law for our tech startup, giving our CTO the option to purchase up to 5% of company shares at a fixed price of €10 per share, exercisable until March 2025, with good/bad leaver provisions included."

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Document background
The Call Option Shareholders Agreement is a crucial document in Irish corporate transactions, typically used when parties wish to establish future share acquisition rights without immediate transfer of ownership. This agreement is commonly employed in various scenarios, including employee incentivization, strategic investments, or as part of broader M&A transactions. The document comprehensively outlines the option mechanics, including exercise price, period, and conditions, while ensuring compliance with Irish company law and financial regulations. It's particularly valuable for companies seeking to align interests of key stakeholders or facilitate phased ownership transitions. The agreement must be carefully structured to address specific requirements under Irish law, including relevant provisions of the Companies Act 2014 and consideration of stamp duty implications.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the option holder(s) and option grantor(s)

2. Background: Context of the agreement, including company details and reason for granting the option

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Grant of Option: Core terms of the option grant including number of shares, class, and percentage of total share capital

5. Option Price: Specifies the price at which the option can be exercised and payment terms

6. Exercise Period: Timeframe during which the option can be exercised and any conditions precedent

7. Exercise Mechanism: Detailed process for exercising the option including notice requirements

8. Completion Requirements: Steps to be taken upon exercise of the option to complete the share transfer

9. Representations and Warranties: Standard warranties about share ownership, authority to grant option, etc.

10. Transferability: Provisions regarding whether the option can be transferred or assigned

11. Termination: Circumstances under which the option agreement can be terminated

12. Confidentiality: Obligations regarding confidential information

13. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Include when other shareholders should have the right to join in a sale triggered by option exercise

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

3. Anti-dilution Provisions: Include when protection against share dilution is needed for the option holder

4. Change of Control Provisions: Include when special terms should apply if company control changes before option exercise

5. Good/Bad Leaver Provisions: Include when option exercise rights should vary based on circumstances of option holder leaving employment

6. Accelerated Vesting: Include when specific events should trigger early vesting of the option

7. Tax Indemnities: Include when specific tax risk allocations need to be addressed

Suggested Schedules

1. Share Capital Structure: Details of the company's current share capital structure

2. Option Notice Form: Template form for exercising the option

3. Deed of Adherence: Form for option holder to sign up to existing shareholders agreement upon exercise

4. Board/Shareholder Resolutions: Pro-forma resolutions required to implement the option

5. Valuation Methodology: Agreed method for determining share value if applicable

6. Existing Shareholders Agreement: Copy or relevant excerpts of existing shareholders agreement

7. Company's Constitution: Copy of the company's constitution showing share rights

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Technology and Software

Financial Services

Professional Services

Manufacturing

Healthcare and Biotech

Real Estate

Retail and E-commerce

Media and Entertainment

Energy and Utilities

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Board of Directors

Corporate Governance

Investment

Mergers & Acquisitions

Company Secretariat

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Company Secretary

Corporate Lawyer

Investment Director

Merger & Acquisition Director

Corporate Development Manager

Financial Controller

Board Director

Managing Director

Head of Legal

Private Equity Manager

Investment Banker

Corporate Governance Officer

Shareholders

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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