A Call And Put Option Agreement is a crucial legal instrument used in Malaysian business transactions to provide parties with reciprocal rights to buy (call) and sell (put) specific assets or shares at predetermined terms. This document type is particularly relevant in corporate transactions, joint ventures, and investment arrangements where parties seek to establish clear exit mechanisms or strategic options. The agreement must comply with Malaysian legal requirements, including the Contracts Act 1950, Capital Markets and Services Act 2007, and relevant securities regulations. It typically includes detailed provisions on valuation mechanisms, exercise procedures, conditions precedent, and completion requirements. The document is especially important in scenarios involving foreign investment, strategic partnerships, or corporate restructuring where parties need clearly defined rights and obligations regarding future transactions.
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1. Parties: Identification of the parties entering into the agreement, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including details of the underlying assets and the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used in the agreement and rules of interpretation
4. Grant of Options: Formal grant of both call and put options, specifying the underlying assets
5. Option Price and Payment: Details of the option premium, payment terms, and conditions
6. Exercise Price: Specification of the exercise price for both call and put options and any adjustment mechanisms
7. Exercise Period and Procedure: Timeframe and detailed procedure for exercising the options
8. Completion Requirements: Steps to be taken upon exercise of either option
9. Representations and Warranties: Standard and specific warranties from both parties
10. Regulatory Compliance: Obligations to comply with Malaysian laws and regulations
11. Termination: Circumstances under which the agreement can be terminated
12. Confidentiality: Obligations regarding confidential information
13. Notices: Process for giving formal notices under the agreement
14. General Provisions: Standard boilerplate clauses including governing law, entire agreement, etc.
1. Security Arrangements: Include when there is a requirement for security to be provided for the options
2. Tag-Along Rights: Include when other shareholders should have the right to join in the sale
3. Drag-Along Rights: Include when majority shareholders should have the right to force minority shareholders to join in the sale
4. Foreign Investment Provisions: Include when either party is a foreign entity requiring compliance with foreign investment regulations
5. Anti-Dilution Provisions: Include when protection against dilution of shareholding is required
6. Right of First Refusal: Include when existing shareholders should have priority rights to purchase shares
7. Board Representation: Include when the option holder is to have board representation rights
8. Regulatory Approvals: Include when specific regulatory approvals are required for exercise of the options
1. Schedule 1 - Details of the Underlying Assets: Detailed description of the shares or assets subject to the options
2. Schedule 2 - Form of Option Exercise Notice: Template notice for exercising the call or put option
3. Schedule 3 - Completion Requirements: Detailed list of documents and actions required at completion
4. Schedule 4 - Warranties: Detailed warranties given by each party
5. Schedule 5 - Calculation of Option Price: Formula or methodology for calculating the option price if variable
6. Appendix A - Required Regulatory Filings: List of necessary regulatory filings and approvals
7. Appendix B - Corporate Authorizations: Required corporate authorizations and resolutions
8. Appendix C - Share Transfer Forms: Template share transfer forms compliant with Malaysian requirements
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