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.
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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
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
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
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