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Call Option Shareholders Agreement Generator for Australia

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Key Requirements PROMPT example:

Call Option Shareholders Agreement

"I need a Call Option Shareholders Agreement for our tech startup where a venture capital investor will have the option to purchase an additional 25% shareholding at a pre-agreed valuation, exercisable until March 2025, with standard anti-dilution and board appointment rights."

Document background
A Call Option Shareholders Agreement is a crucial document in Australian corporate transactions and business planning. It is typically used when parties want to establish future share acquisition rights, whether for investment staging, succession planning, or strategic corporate arrangements. The agreement grants one or more parties (option holders) the right, but not the obligation, to purchase shares from existing shareholders at predetermined terms within a specified timeframe. This document is particularly valuable in scenarios involving staged investments, employee share schemes, business succession planning, or strategic partnerships. It must comply with Australian corporate law requirements, including the Corporations Act 2001 (Cth) and ASIC regulations, and typically includes detailed provisions on option terms, exercise mechanisms, completion procedures, and shareholder rights.
Suggested Sections

1. Parties: Identification of all parties to the agreement including the company, option grantor(s), and option holder(s)

2. Background: Context of the agreement, existing shareholding structure, and purpose of the call option arrangement

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Grant of Call Option: Terms of the call option grant, including number of shares subject to option and any conditions precedent

5. Option Period: Duration of the option, including commencement and expiry dates

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

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

8. Completion of Share Transfer: Procedures for completing the share transfer upon option exercise

9. Representations and Warranties: Standard warranties regarding share ownership, authority to grant option, and other relevant matters

10. Share Rights: Rights attached to the shares subject to the option during the option period

11. Confidentiality: Obligations regarding confidential information

12. Notices: Requirements for giving formal notices under the agreement

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

Optional Sections

1. Tag-Along Rights: Include when other shareholders should have the right to participate in any share sale resulting from option exercise

2. Drag-Along Rights: Include when option holder should have the right to force other shareholders to sell their shares upon option exercise

3. Security Interest: Include when the option or shares are subject to any security interests

4. Pre-emptive Rights: Include when existing shareholders should have first right of refusal on shares post-option exercise

5. Change of Control Provisions: Include when option exercise triggers or is affected by change of control events

6. Foreign Investment Conditions: Include when foreign investment approval is required for option exercise

7. Multiple Option Holders: Include when there are multiple option holders with specific rights and priorities

8. Anti-dilution Provisions: Include to protect option holder's rights in case of share capital reorganization

Suggested Schedules

1. Option Details: Detailed specification of shares subject to option, including class, number, and current ownership

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

3. Deed of Accession: Form of deed for option holder to become party to existing shareholders agreement upon exercise

4. Share Certificate Details: Copy or details of relevant share certificates

5. Existing Shareholders Agreement: Copy or key terms of any existing shareholders agreement affecting the optioned shares

6. Company Constitution: Copy of the company's constitution or relevant extracts

7. Calculation of Exercise Price: If applicable, methodology and formula for calculating the exercise price

8. Required Regulatory Approvals: List of required regulatory approvals and conditions for option exercise

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Financial Services

Private Equity

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Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

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