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The Put And Call Option Shareholders Agreement is a strategic document used in corporate structuring and shareholder relationships under Dutch law. It is particularly valuable in situations requiring planned ownership transitions, exit mechanisms, or corporate governance arrangements. The agreement provides shareholders with both put options (right to sell) and call options (right to buy) under specific conditions, typically including predetermined pricing formulas or valuation mechanisms. This document is essential for companies seeking to establish clear ownership transition pathways, protect minority shareholder interests, or implement succession planning strategies. It must comply with Dutch corporate law requirements, including the Dutch Civil Code and relevant financial regulations. The agreement is commonly used in joint ventures, private equity investments, family businesses, and corporate restructurings, providing a balanced framework for managing future ownership changes while maintaining business stability.

1. Parties: Identification of all parties to the agreement including the company, option holders and option grantors

2. Background: Context of the agreement, existing shareholding structure, and purpose of the put and call options

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

4. Structure of Share Capital: Description of the company's share capital, classes of shares, and rights attached

5. Grant of Put Option: Terms and conditions of the put option, including exercise price mechanism and exercise period

6. Grant of Call Option: Terms and conditions of the call option, including exercise price mechanism and exercise period

7. Exercise Procedure: Detailed procedures for exercising either the put or call option

8. Valuation Mechanism: Method for determining the share price for option exercise

9. Completion Requirements: Steps required to complete the transfer of shares upon option exercise

10. Representations and Warranties: Standard representations and warranties from all parties

11. Shareholder Rights and Obligations: Ongoing rights and obligations of shareholders before and after option exercise

12. Transfer Restrictions: Limitations on share transfers outside the option mechanism

13. Confidentiality: Confidentiality obligations regarding the agreement and company information

14. Notices: Process for giving formal notices under the agreement

15. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including severability, whole agreement, and amendments