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Put And Call Agreement

Put And Call Agreement Template for England and Wales

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Key Requirements PROMPT example:

Put And Call Agreement

Need a Put and Call Agreement for a tech startup investment, where I want the right to sell my 15% shareholding back to the majority shareholder after March 2025, while giving them the option to buy my shares if certain revenue targets are met.

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Document background
A Put And Call Agreement is commonly used in corporate and investment scenarios where parties wish to establish clear exit mechanisms and strategic options for their shareholdings. This document, governed by English and Welsh law, combines both put options (allowing the holder to sell shares at a specified price) and call options (allowing the holder to buy shares at a specified price) in a single agreement. It's particularly valuable in joint ventures, investment arrangements, and shareholder agreements where parties need predetermined paths for potential future transactions. The agreement typically includes specific trigger events, pricing mechanisms, and detailed procedures for exercise and completion.
Suggested Sections

1. Parties: Identification of the contracting parties and their registered details

2. Background: Context and purpose of the agreement, including description of the underlying shares or assets

3. Definitions: Key terms used throughout the agreement including Option Period, Strike Price, and Completion

4. Grant of Put Option: Terms of the put option, including strike price, exercise period, and conditions precedent

5. Grant of Call Option: Terms of the call option, including strike price, exercise period, and conditions precedent

6. Exercise Procedure: Process and requirements for exercising either option, including notice requirements

7. Completion: Process for completing the transfer following exercise, including timing and payment mechanics

8. Representations and Warranties: Standard warranties about capacity, authority, and ownership of the underlying assets

9. Termination: Circumstances under which the agreement can be terminated and consequences of termination

10. Governing Law and Jurisdiction: Specification of English law as governing law and submission to English courts' jurisdiction

Optional Sections

1. Security Arrangements: Details of any collateral or security required to support the options

2. Tag-Along Rights: Provisions allowing other shareholders to join in the sale on same terms

3. Drag-Along Rights: Provisions requiring other shareholders to join in the sale on same terms

4. Pre-emption Rights: Rights of first refusal for existing shareholders before options can be exercised

5. Confidentiality: Provisions regarding the confidential treatment of the agreement and related information

Suggested Schedules

1. Form of Exercise Notice: Template notice for exercising either the put or call option

2. Share Details: Detailed description of shares or assets subject to the options

3. Calculation of Option Price: Formula or methodology for determining the option price if not fixed

4. Completion Requirements: List of documents and actions required at completion

5. Warranties: Detailed warranties relating to the shares or assets being transferred

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

alex.den.21@genieai.co
Relevant legal definitions


























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Industries

Financial Services and Markets Act 2000: Primary legislation governing financial services and markets in the UK, including regulations around financial instruments and regulated activities

Companies Act 2006: Core company law legislation affecting corporate transactions and company powers to enter into agreements

Contract Rights of Third Parties Act 1999: Legislation governing how third parties may enforce terms of a contract

Consumer Rights Act 2015: Legislation protecting consumer rights, relevant if any party to the agreement is acting as a consumer

Financial Services and Markets Act 2000 (Regulated Activities) Order 2001: Detailed regulations specifying which activities require authorization under FSMA

UK MiFID II: Post-Brexit UK version of Markets in Financial Instruments Directive, governing financial markets and instruments

UK Market Abuse Regulation: Regulations preventing market abuse and insider trading in financial instruments

Common Law Contract Principles: Fundamental principles including offer, acceptance, consideration, and intention to create legal relations

European Union (Withdrawal) Act 2018: Legislation governing the incorporation of EU law into UK law post-Brexit

Capital Gains Tax Legislation: Tax laws governing the treatment of gains or losses from options and financial instruments

Stamp Duty Legislation: Tax regulations concerning stamp duty on transfer of securities and options

Financial Collateral Arrangements Regulations: Regulations governing security and title transfer collateral arrangements

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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Put And Call Agreement

An English law agreement establishing mutual rights to buy and sell assets (typically shares) at predetermined terms.

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Put Option Agreement

An English law agreement granting the right to sell specified assets at a predetermined price within an agreed timeframe.

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Call Option Contract

An English law agreement granting the right to purchase a specified asset at a predetermined price within an agreed timeframe.

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