The Put And Call Option Shareholders Agreement is a crucial document in Malaysian corporate transactions, typically used in joint ventures, investment deals, and strategic partnerships where parties want to establish predetermined exit mechanisms or future ownership changes. This agreement is particularly relevant in scenarios where investors require protection through put options to secure their exit, while strategic partners maintain control through call options. The document must comply with Malaysian corporate law, particularly the Companies Act 2016 and Capital Markets and Services Act 2007, and typically includes detailed provisions on valuation methods, exercise procedures, and completion requirements. It's commonly used in both private equity investments and corporate joint ventures, providing certainty and structure to potential future ownership changes while protecting all parties' interests under Malaysian law.
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1. Parties: Identification of all parties to the agreement, including the company, existing shareholders, and option holders
2. Background: Recitals explaining the context of the agreement, current shareholding structure, and purpose of the put and call options
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Grant of Put Option: Terms and conditions of the put option, including trigger events and exercise mechanics
5. Grant of Call Option: Terms and conditions of the call option, including trigger events and exercise mechanics
6. Option Exercise Price and Valuation: Methodology for determining the option price and valuation mechanisms
7. Exercise Period and Procedure: Timeframes and detailed procedures for exercising either option
8. Completion Requirements: Steps and requirements for completing the transfer of shares upon option exercise
9. Warranties and Representations: Standard and specific warranties given by all parties
10. Shareholder Rights During Option Period: Governance and shareholder rights while options are outstanding
11. Confidentiality: Obligations regarding confidential information and announcements
12. Termination: Circumstances under which the agreement can be terminated
13. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional protection allowing other shareholders to join in the sale when options are exercised - typically included when there are minority shareholders
2. Drag-Along Rights: Optional right forcing other shareholders to join the sale - typically included when majority shareholders want exit flexibility
3. Non-Competition and Non-Solicitation: Optional restrictions on competing activities - included when shareholders are also involved in business operations
4. Foreign Investment Compliance: Required only when foreign shareholders are involved, addressing compliance with Malaysian foreign investment regulations
5. Dividend Policy: Optional section specifying dividend rights and policy during the option period - included when specific dividend arrangements are needed
6. Management Provisions: Optional detailed governance provisions - included when the option holders want specific management rights during the option period
1. Schedule 1 - Details of the Company: Company information including registration details, share capital structure, and current shareholders
2. Schedule 2 - Share Capital and Shareholding Structure: Detailed breakdown of share classes, rights, and current ownership percentages
3. Schedule 3 - Option Exercise Notice Forms: Pro-forma notices for exercising put and call options
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required upon option exercise
5. Schedule 5 - Valuation Methodology: Detailed procedures and formulas for calculating the option price
6. Schedule 6 - Warranties: Comprehensive list of warranties given by each party
7. Appendix A - Board Resolutions: Pro-forma board resolutions approving the share transfers
8. Appendix B - Share Transfer Forms: Pro-forma share transfer documents compliant with Malaysian requirements
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