This document type is essential in New Zealand corporate transactions where parties wish to establish future share purchase rights through a Call Option Shareholders Agreement. It is commonly used in business expansion scenarios, investment structures, or succession planning, providing option holders with the right to acquire shares at predetermined terms. The agreement must comply with New Zealand corporate and securities laws, including the Companies Act 1993 and Financial Markets Conduct Act 2013. It typically includes detailed provisions on option exercise mechanics, share valuation methods, conditions precedent, and completion requirements. This document type is particularly valuable for strategic investors, company founders, and business partners looking to secure future ownership opportunities while maintaining current shareholding structures.
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1. Parties: Identification of all parties to the agreement including the company, option grantor(s) and option holder(s)
2. Background: Context of the agreement, existing shareholding structure, and purpose of the call option arrangement
3. Definitions and Interpretation: Defined terms, interpretation rules, and governing law provisions
4. Grant of Call Option: Core terms of the option grant including number of shares, exercise price, and option period
5. Exercise of Call Option: Procedure for exercising the option, notice requirements, and completion mechanics
6. Consideration and Payment Terms: Details of the option price, exercise price, payment methods and timing
7. Conditions Precedent: Any conditions that must be satisfied before the option can be exercised
8. Representations and Warranties: Standard warranties regarding share ownership, authority to grant option, and company status
9. Share Rights and Restrictions: Rights attached to the option shares and any restrictions on transfer
10. Completion Requirements: Steps to be taken upon exercise of the option to complete the share transfer
11. Termination: Circumstances under which the agreement can be terminated and consequences
12. Confidentiality: Obligations regarding confidential information and announcements
13. General Provisions: Standard boilerplate clauses including notices, amendments, and dispute resolution
1. Tag-Along Rights: Include when other shareholders should have the right to join in the sale on same terms
2. Drag-Along Rights: Include when majority shareholders should have the right to force minorities to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares before option exercise
4. Foreign Investment Provisions: Include when option holder is a foreign entity requiring Overseas Investment Office approval
5. Multiple Option Holder Provisions: Include when there are multiple option holders with specific rights and priorities
6. Special Voting Rights: Include when option shares carry special voting rights or arrangements
7. Management Rights: Include when option holder should have specific management or board representation rights
8. Tax Indemnities: Include when specific tax arrangements or indemnities are required between parties
1. Schedule 1: Share Details: Details of the shares subject to the option including class, rights, and current ownership
2. Schedule 2: Option Exercise Notice: Form of notice to be used when exercising the option
3. Schedule 3: Share Transfer Form: Pro forma share transfer form to be used upon option exercise
4. Schedule 4: Company Constitution: Copy of the current company constitution
5. Schedule 5: Deed of Accession: Form for option holder to accede to existing shareholders agreement if applicable
6. Schedule 6: Calculation of Option Price: Formula or methodology for calculating the option price if variable
7. Appendix A: Required Regulatory Approvals: List of required regulatory approvals and compliance requirements
8. Appendix B: Completion Checklist: Checklist of actions required for completion of option exercise
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