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Call Option Deed

Call Option Deed Template for Ireland

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Key Requirements PROMPT example:

Call Option Deed

"I need a Call Option Deed under Irish law for a tech startup, giving our lead investor the right to purchase an additional 15% shareholding at a pre-agreed valuation of €5M, exercisable until March 2025, with standard anti-dilution provisions included."

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Document background
A Call Option Deed is a crucial legal instrument in Irish business and financial transactions, used when one party wishes to grant another the right to purchase specific assets, shares, or property at a predetermined price within a defined timeframe. This document is particularly valuable in corporate restructuring, real estate transactions, joint ventures, and strategic investments. The deed must comply with Irish legal requirements, including those set out in the Conveyancing Act 1881 and the Land and Conveyancing Law Reform Act 2009. It typically includes detailed provisions on exercise mechanics, completion procedures, warranties, and regulatory compliance, and may require consideration of stamp duty implications. The document is commonly used in both bilateral arrangements and as part of larger transaction structures, offering flexibility while maintaining legal certainty under Irish law.
Suggested Sections

1. Parties: Identification of the Grantor (party granting the option) and the Grantee (party receiving the option rights)

2. Background: Recitals explaining the context and purpose of the option deed

3. Definitions and Interpretation: Key terms used throughout the deed, including Option Period, Strike Price, Subject Matter, and Exercise Notice

4. Grant of Option: Core provision establishing the grant of the call option and its basic terms

5. Option Period: Specification of the duration during which the option may be exercised

6. Exercise of Option: Detailed mechanics for how and when the option may be exercised

7. Completion: Process and obligations following exercise of the option

8. Price and Payment: Option premium (if any) and strike price details

9. Representations and Warranties: Standard warranties regarding capacity, authority, and title

10. Tax Matters: Treatment of stamp duty and other tax implications

11. Confidentiality: Obligations regarding confidentiality of the option arrangement

12. Notices: Process for serving notices, including the exercise notice

13. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement

Optional Sections

1. Security: Required when the option is secured against other assets

2. Third Party Rights: Needed when the subject matter involves third party interests or consents

3. Anti-dilution Provisions: Include when the option relates to company shares

4. Tag-Along/Drag-Along Rights: Include for share options where these rights are relevant

5. Regulatory Compliance: Required when the option arrangement falls under specific regulatory frameworks

6. Pre-completion Conditions: Include when specific conditions must be met before completion can occur

7. Assignment and Transfer: Include when transfer of the option rights needs to be specifically addressed

Suggested Schedules

1. Schedule 1 - Form of Exercise Notice: Template notice for exercising the option

2. Schedule 2 - Description of Subject Matter: Detailed description of the assets or shares subject to the option

3. Schedule 3 - Completion Requirements: Detailed list of actions and documents required at completion

4. Schedule 4 - Warranties: Detailed warranties given by the Grantor regarding the subject matter

5. Schedule 5 - Pre-completion Obligations: List of obligations between grant and exercise of the option

6. Appendix A - Valuation Methodology: If relevant, the agreed method for valuing the subject matter

7. Appendix B - Required Consents: List of third-party consents required for completion

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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