Call Option Shareholders Agreements are essential instruments in Dutch corporate transactions, typically used in scenarios where parties wish to establish future share acquisition rights without immediate transfer of ownership. These agreements are commonly implemented in investment rounds, succession planning, employee incentive schemes, or strategic corporate arrangements. The Call Option Shareholders Agreement must comply with Dutch corporate law requirements, particularly those outlined in the Dutch Civil Code (Burgerlijk Wetboek) and financial regulations. It typically includes detailed provisions on exercise mechanics, price determination, conditions precedent, and completion requirements. Such agreements are particularly relevant in private companies where share transfers are more restricted and controlled, and they often form part of broader shareholder arrangements or investment structures.
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1. Parties: Identification of the parties: the option grantor(s), option holder(s), and the company
2. Background: Context of the agreement, including current shareholding structure and purpose of the option arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement, including Option Shares, Exercise Price, Exercise Period, and other relevant definitions
4. Grant of Option: Core terms of the option grant, including number of shares subject to option and type of option rights
5. Exercise Price: Specification of the price at which the option can be exercised and any price adjustment mechanisms
6. Exercise Period: Timeframe during which the option can be exercised and any conditions affecting this period
7. Exercise Procedure: Detailed process for exercising the option, including notice requirements and payment mechanisms
8. Completion of Transfer: Process and requirements for completing the transfer of shares upon exercise
9. Representations and Warranties: Standard representations regarding authority, ownership, and capacity to enter into the agreement
10. Confidentiality: Obligations regarding confidential information and announcement restrictions
11. Notices: Process and requirements for giving formal notices under the agreement
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
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 Protection: Include when the option holder should be protected against dilution from new share issuances
4. Change of Control Provisions: Include when special rights or obligations should apply in case of a change in company control
5. Good Leaver/Bad Leaver Provisions: Include when the option holder is an employee or director and different terms should apply based on circumstances of departure
6. Voting Rights: Include when specific voting arrangements are needed during the option period
7. Dividend Rights: Include when there are specific arrangements regarding dividends during the option period
8. Transfer Restrictions: Include when additional restrictions on share transfers are needed beyond standard articles
1. Details of the Company: Company information including registration number, share capital, and current shareholding structure
2. Form of Exercise Notice: Template notice for exercising the option
3. Deed of Adherence: Form for new shareholders to become bound by existing shareholders' agreements
4. Calculation of Exercise Price: Detailed methodology for calculating the exercise price if complex formula applies
5. List of Encumbrances: Details of any existing encumbrances on the option shares
6. Related Shareholders' Agreements: List and key terms of any existing shareholders' agreements affecting the option shares
7. Tax Provisions: Detailed tax-related provisions and calculations if complex tax arrangements apply
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