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This document is a Put and Call Option Agreement for a company. The agreement is entered into between two parties, referred to as the buyer and the seller. The buyer is identified as Party 1, with their principal place of business at Party 1 address. The seller is identified as Party 2, with their principal place of business at Party 2 address. The agreement is important as it establishes certain option arrangements between the buyer and the seller.
The document begins with an interpretation section, which includes definitions of various terms used throughout the agreement. These definitions clarify the meaning of terms such as after tax earnings, business day, call option, company, completion, controlling interest, group, net tangible assets, option notice, option period, option price, option shares, parties, persons acting in concert, put option, regulatory approvals, reorganisation, shares, subsidiary, and warranties.
The agreement then outlines the specific terms and conditions related to the put option, call option, or both, depending on the chosen option. It covers the exercise of the option, the option price calculation, completion of the sale and purchase of the option shares, dividends and voting rights, warranties, change of control provisions, non-assignment, amendments, notices and service, governing law, rights of third parties, entire agreement, and counterparts.
The agreement concludes with the signatures of the duly authorized representatives of Party 1 and Party 2.
Each section of the document provides detailed information and instructions regarding the specific topic, ensuring that both parties have a clear understanding of their rights and obligations under the agreement.
To use this document, follow these steps:
1. Determine the type of option arrangement required - put option, call option, or both.
2. Enter the necessary information for Party 1 (buyer) and Party 2 (seller), including their names and principal places of business.
3. Review the definitions section to understand the meaning of key terms used throughout the agreement.
4. Follow the specific provisions related to the chosen option arrangement, including the exercise of the option, calculation of the option price, and completion of the sale and purchase of the option shares.
5. Consider any additional provisions or modifications required and consult legal counsel if necessary.
6. Ensure that all parties involved in the agreement sign the document, including the duly authorized representatives of Party 1 and Party 2.
It is important to note that this guidance is a general overview and does not constitute legal advice. It is recommended to seek professional legal advice when using or entering into any legal agreement.