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Put And Call Option Shareholders Agreement

Put And Call Option Shareholders Agreement Template for Netherlands

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Key Requirements PROMPT example:

Put And Call Option Shareholders Agreement

"I need a Put and Call Option Shareholders Agreement under Dutch law for a tech startup with three founding shareholders, where the majority shareholder wants a call option to buy out minority shareholders if they leave the company, and minority shareholders want a put option exercisable after January 2025 at fair market value."

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Document background
The Put And Call Option Shareholders Agreement is a strategic document used in corporate structuring and shareholder relationships under Dutch law. It is particularly valuable in situations requiring planned ownership transitions, exit mechanisms, or corporate governance arrangements. The agreement provides shareholders with both put options (right to sell) and call options (right to buy) under specific conditions, typically including predetermined pricing formulas or valuation mechanisms. This document is essential for companies seeking to establish clear ownership transition pathways, protect minority shareholder interests, or implement succession planning strategies. It must comply with Dutch corporate law requirements, including the Dutch Civil Code and relevant financial regulations. The agreement is commonly used in joint ventures, private equity investments, family businesses, and corporate restructurings, providing a balanced framework for managing future ownership changes while maintaining business stability.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, option holders and option grantors

2. Background: Context of the agreement, existing shareholding structure, and purpose of the put and call options

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

4. Structure of Share Capital: Description of the company's share capital, classes of shares, and rights attached

5. Grant of Put Option: Terms and conditions of the put option, including exercise price mechanism and exercise period

6. Grant of Call Option: Terms and conditions of the call option, including exercise price mechanism and exercise period

7. Exercise Procedure: Detailed procedures for exercising either the put or call option

8. Valuation Mechanism: Method for determining the share price for option exercise

9. Completion Requirements: Steps required to complete the transfer of shares upon option exercise

10. Representations and Warranties: Standard representations and warranties from all parties

11. Shareholder Rights and Obligations: Ongoing rights and obligations of shareholders before and after option exercise

12. Transfer Restrictions: Limitations on share transfers outside the option mechanism

13. Confidentiality: Confidentiality obligations regarding the agreement and company information

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

15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including severability, whole agreement, and amendments

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when additional exit rights are needed for minority protection or majority control

2. Anti-dilution Provisions: Include when there's a possibility of new share issuances that could affect option values

3. Regulatory Compliance: Include for regulated industries or listed companies requiring specific compliance measures

4. Employee Matters: Include when options are related to employee share schemes or management incentives

5. Tax Provisions: Include specific tax-related provisions when tax efficiency is a key consideration

6. Competition Law Compliance: Include when the option exercise could trigger competition law implications

7. Works Council Rights: Include when Dutch works council approval or consultation is required

Suggested Schedules

1. Share Capital Structure: Detailed breakdown of current shareholding and share classes

2. Option Exercise Notice Forms: Template forms for exercising put and call options

3. Deed of Adherence: Form for new shareholders to accede to the agreement

4. Valuation Methodology: Detailed procedures and formulas for share valuation

5. Completion Checklist: List of documents and actions required for option exercise completion

6. Required Regulatory Approvals: List of necessary regulatory approvals and procedures

7. Share Transfer Forms: Template forms for executing share transfers

8. Corporate Structure Chart: Diagram showing corporate structure before and after potential option exercises

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

Private Equity

Venture Capital

Technology

Manufacturing

Real Estate

Professional Services

Financial Services

Healthcare

Energy

Infrastructure

Family Businesses

Retail

Media and Entertainment

Relevant Teams

Legal

Corporate Development

Finance

Executive Leadership

Investor Relations

Compliance

Corporate Governance

Strategy

Treasury

Mergers & Acquisitions

Board Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Legal

Managing Director

Investment Director

Corporate Development Director

Shareholder Relations Manager

Chief Investment Officer

Board Member

Corporate Governance Officer

Private Equity Partner

Venture Capital Manager

Company Director

Financial Controller

Head of Strategy

Chief Operating Officer

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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