The Call And Put Option Agreement is a strategic legal instrument used to establish reciprocal rights between parties to buy and sell specific assets under predetermined conditions. This document is particularly relevant in scenarios involving corporate shareholdings, investment structures, or asset transactions where parties seek to manage their future positions with certainty. Under Dutch law, these agreements must comply with the Civil Code and Financial Supervision Act, especially when involving regulated financial instruments. The agreement typically includes detailed provisions on exercise periods, pricing mechanisms, completion procedures, and regulatory compliance requirements. It's commonly used in M&A transactions, joint ventures, corporate restructuring, and investment arrangements where parties need flexibility and security in their future trading positions.
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1. Parties: Identification of the parties entering into the agreement, including their legal details and capacities
2. Background: Context of the agreement, including the purpose and relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Grant of Options: Explicit grant of the call and put options, including the scope and nature of rights granted
5. Option Price and Exercise Price: Details of the consideration for the options and the price payable upon exercise
6. Exercise Period: Timeframe during which the options may be exercised
7. Exercise Mechanism: Procedure for exercising the options, including notice requirements and formalities
8. Settlement and Completion: Process for completing the transfer of underlying assets upon exercise
9. Representations and Warranties: Standard and specific warranties regarding the underlying assets and parties' capacity
10. Covenants: Ongoing obligations of the parties during the option period
11. Transferability: Provisions regarding the ability to transfer or assign the options
12. Termination: Circumstances under which the agreement may be terminated
13. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability
1. Tag-Along Rights: Used when options relate to company shares and minority shareholder protection is required
2. Drag-Along Rights: Included when majority shareholders need the right to force minority shareholders to join in a sale
3. Regulatory Compliance: Required when the options involve regulated financial instruments or listed securities
4. Tax Provisions: Detailed tax considerations when specific tax structures or international tax aspects are relevant
5. Security Arrangements: When collateral or security is required for option obligations
6. Change of Control: Provisions dealing with change of control in either party during the option period
7. Force Majeure: Specific provisions for handling unforeseen circumstances affecting the options
8. Anti-dilution Provisions: Required when options relate to shares and protection against dilution is needed
1. Schedule 1 - Description of Underlying Assets: Detailed description of the assets subject to the options
2. Schedule 2 - Form of Exercise Notice: Template notice for exercising the options
3. Schedule 3 - Calculation of Option Price: Detailed methodology for calculating option prices if complex formulas apply
4. Schedule 4 - Completion Requirements: Detailed list of documents and actions required for completion
5. Schedule 5 - Warranties: Detailed warranties regarding the underlying assets
6. Appendix A - Corporate Approvals: Copies of relevant corporate approvals and authorizations
7. Appendix B - Regulatory Clearances: Copies of any required regulatory approvals or clearances
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