The Put And Call Option Shareholders Agreement is a crucial document for New Zealand companies seeking to establish clear mechanisms for future ownership transitions. It is particularly valuable in private companies where shareholders need predetermined paths for entry and exit. The agreement provides flexibility through put options (allowing shareholders to sell their shares) and call options (allowing designated parties to purchase shares) under specified conditions and timeframes. This document type is essential for companies wanting to maintain control over ownership changes while providing shareholders with liquidity options. The agreement must comply with New Zealand corporate law requirements, including the Companies Act 1993 and relevant securities regulations. It typically includes detailed provisions for share valuation, exercise procedures, completion mechanisms, and various shareholder protections.
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1. Parties: Identifies all parties to the agreement, including shareholders and the company
2. Background: Sets out the context of the agreement, ownership structure, and purpose of the put and call options
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Grant of Options: Details the put and call options being granted, including scope and conditions
5. Option Exercise Period: Specifies when and how long the options can be exercised
6. Exercise Price and Valuation: Defines the price or valuation mechanism for the shares when options are exercised
7. Exercise Procedure: Details the process and requirements for exercising options
8. Completion of Share Transfer: Procedures for executing the share transfer following option exercise
9. Warranties and Representations: Standard warranties about share ownership, authority to sell, and company status
10. Shareholders' Rights and Obligations: General rights and obligations of shareholders while options are outstanding
11. Confidentiality: Provisions regarding confidential information and its protection
12. Default and Remedies: Consequences of breach and available remedies
13. Notices: Requirements for giving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, amendments, and assignment
1. Tag-Along Rights: Include when minority shareholders need protection to sell their shares on same terms as majority
2. Drag-Along Rights: Include when majority shareholders need power to force minorities to join in a sale
3. Pre-emptive Rights: Include when existing shareholders should have first right to purchase shares before third parties
4. Multiple Classes of Shares: Include when company has different share classes with varying rights
5. Board Appointment Rights: Include when specific shareholders have rights to appoint directors
6. Dividend Policy: Include when specific dividend arrangements need to be documented
7. Dead Lock Resolution: Include when specific procedures for resolving shareholder disputes are needed
8. Non-Compete Provisions: Include when restrictions on shareholders' competing activities are required
1. Company Details: Details of the company including share capital structure and existing shareholders
2. Option Exercise Notice Form: Template form for exercising put or call options
3. Share Transfer Form: Standard form for executing share transfers
4. Deed of Accession: Template for new shareholders to join the agreement
5. Valuation Methodology: Detailed procedures for calculating share value
6. Warranties: Detailed list of warranties given by parties
7. Board Resolution: Pro-forma board resolution approving share transfers
8. Shareholders' Resolution: Pro-forma shareholders' resolution if required for transfers
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