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Call Option Deed

Call Option Deed Template for Netherlands

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Key Requirements PROMPT example:

Call Option Deed

"I need a Call Option Deed under Dutch law for a minority shareholder to purchase up to 25% additional shares in our tech startup, with the option exercisable between January 2025 and June 2025, including anti-dilution provisions and tag-along rights."

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Document background
The Call Option Deed is a sophisticated legal instrument used in various corporate and investment scenarios under Dutch law. It is particularly useful in corporate restructuring, investment rounds, employee incentive schemes, and strategic business arrangements. This document type is commonly employed when parties wish to establish a formal right to purchase shares or assets in the future while deferring the actual purchase. The Call Option Deed must comply with Dutch legal requirements, including relevant provisions of the Dutch Civil Code and financial markets legislation. It typically includes detailed mechanisms for option exercise, price determination, and transfer procedures, making it essential for corporate transactions where future purchase rights need to be formally documented and secured.
Suggested Sections

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

2. Background: Context of the option grant, including details of the underlying shares or assets

3. Definitions: Definitions of key terms used throughout the deed

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

5. Option Period: Duration of the option and any specific exercise windows

6. Exercise Price: Specification of the price at which the option can be exercised

7. Exercise Mechanism: Procedure for exercising the option, including notice requirements and timing

8. Settlement and Transfer: Process for completing the transfer after option exercise

9. Representations and Warranties: Standard warranties about authority, ownership and capacity

10. Taxes and Costs: Allocation of tax liabilities and transaction costs

11. Notices: Communication procedures between parties

12. Governing Law and Jurisdiction: Confirmation of Dutch law application and jurisdiction

Optional Sections

1. Anti-dilution Provisions: Include when protection against share dilution is required

2. Tag-Along Rights: Include when the option holder should have the right to participate in sales by other shareholders

3. Drag-Along Rights: Include when the majority shareholder needs the right to force the option holder to sell upon exercise

4. Conditions Precedent: Include when the option exercise is subject to specific conditions like regulatory approvals

5. Security Arrangements: Include when the underlying shares need to be secured or held in escrow

6. Put Option Rights: Include when reciprocal put rights are granted

7. Confidentiality: Include when specific confidentiality provisions are needed beyond standard practice

Suggested Schedules

1. Details of the Underlying Shares: Full description of shares subject to the option, including class, nominal value, and company details

2. Form of Exercise Notice: Template notice for exercising the option

3. Deed of Adherence: Form of deed to be signed upon exercise if joining existing shareholders' agreement

4. Calculation of Exercise Price: If the exercise price involves a formula or adjustments

5. Current Shareholding Structure: Overview of the company's current share capital and shareholders

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
Relevant legal definitions





































Clauses



























Relevant Industries

Financial Services

Private Equity

Venture Capital

Technology

Professional Services

Manufacturing

Real Estate

Energy

Healthcare

Telecommunications

Infrastructure

Media and Entertainment

Relevant Teams

Legal

Corporate Development

Finance

Mergers & Acquisitions

Investment

Compliance

Corporate Secretariat

Treasury

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Development Director

Investment Manager

Legal Counsel

General Counsel

Corporate Secretary

Finance Director

M&A Director

Business Development Manager

Compliance Officer

Investment Director

Portfolio Manager

Transaction Manager

Private Equity Associate

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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