Sample call and put option agreement

Company or any affiliate. Agreement shall be specifically enforceable. Optionee or attaches to any of his assets. Company and its affiliates. Shares either directly or designate a nominee for this purpose. This Agreement shall come into force on ___________. All notices will be in English.

Company to Optionee pursuant to the exercise of the Employee Stock Options. Parties with respect to the subject matter hereof. Shares for consideration received. Shares intended to be purchased. Shares at the Strike Price and make payment of the consideration. Agreement shall not be affected or impaired thereby. Shares intended to be sold. Party A shall become the lawful holder of the Equity in Ambow Sihua, and shall have the right to obtain all shareholders rights according to its shareholding ratio. Grant of Call Option.

PD Ports at the Applicable Price and otherwise on the Agreed Terms, such option being exercisable at any time during the Call Option Period following the occurrence of the Call Option Trigger Event. Equity in Ambow Sihua. Registrable Securities issued to Investor at the closing of the transaction contemplated by the Exchange Agreement. The Call Option may be exercised for all, but not less than all, of the Shares. Gresham hereby undertakes, warrants and represents that such of the Option Securities as are the subject of an exercise of the Call Option shall be sold by it free from all liens, charges, encumbrances and adverse interests or claims of any person and with all rights attached thereto at the date of such exercise. Option Trigger, all, but not less than all, of the Warrants at the Purchase Price. Subject to clause 11. Party A to subscribe for all or part of the equity interest held by Party B in Ambow Sihua. Without Party As written consent, Party B shall not grant to any third party any rights, senior to or on a parity with the Call Option. Ambow Education Holding Ltd.

Stock and agreements shall not be effective until prior approval of such transaction has been received as and to the extent required by applicable law. Heirs, Successors and Assigns. Shareholder Agreement and any amendments thereto, by and among FBG Holding Company and the Shareholders named therein. Shareholder may reasonably deem necessary to consummate any sale of shares of Stock pursuant to this Agreement. Shareholders, or any person or persons to whom Stock is transferred. Legend on Stock Certificates. The purchase price payable at the closing shall be paid in cash.

Shareholders desire to enter into this Agreement knowing that it is in the best interests of the Company and fair to each of the Shareholders. Agreement or to any other address which any party may designate. Warranties of Selling Shareholder. Applicability to Subsequent Stock. Stock subject to this Agreement. Put Option and Purchase Right. Tampa, Florida, in accordance with the rules, then in effect, of the American Arbitration Association, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. Agreement by reason of a failure of another to perform any obligation imposed by the Agreement.

Stock by this Agreement. Company currently issued and outstanding, and any such shares which may hereafter be issued. No Rights Given to Third Parties. Shareholder Stock, and each Shareholder agrees to sell to the Company such number of shares of Shareholder Stock as the Company shall desire to purchase. Shareholder to sell the Shareholder Stock, or the election by the Company to purchase all or a portion of the shares of Shareholder Stock. All the terms, restrictions, and requirements of this Agreement shall apply to the Stock presently owned by each of the Shareholders and to any additional shares of Stock acquired by any of the Shareholders following the date of this Agreement.

Company agrees to purchase from such Shareholder such number of shares of Shareholder Stock as such Shareholder shall desire to sell. The Shareholders are owners of shares of common stock of the Company. By acceptance of this certificate the holder hereof agrees to be bound by the terms of said Agreement. Bylaws, minutes or other agreements. Requirement for Prior Regulatory Approval. WHEREOF, the parties hereto, intending to be legally bound, have executed this Put and Call Option Agreement effective as of the day and year first above written. Agreement unless the context dictates otherwise. Stock reported on the NASDAQ Global Select Market for the 90 Trading Days ending the date immediately preceding the date of such Acceleration Event.

PARTIES IRREVOCABLY AGREE THAT VENUE WOULD BE PROPER IN SUCH COURTS, AND HEREBY WAIVE ANY OBJECTION THAT SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF SUCH ACTION. Class B Stockholder in accordance with Article 2 hereto. Quest that are not directly related to Quest activities. BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY WITH RESPECT TO SUCH ACTION. Agreement, and such Company Member shall cause the receiving person or entity to expressly assume its obligations hereunder. WHEREAS, the Parties hereto, together with TQ Acquisition, Inc. Third Year EBITDA plus the Fourth Year EBITDA divided by two.

Calculation of Fourth Year EBITDA. Company, in each case, as determined in accordance with GAAP as consistently applied by the Company. VOID AND OF NO EFFECT. BROUGHT IN THE STATE COURTS LOCATED IN HARRIS COUNTY, TEXAS. Class B Stock on any matter whatsoever shall remain vested in the transferor. Party to be charged with such amendment or waiver.

Class B Stock any rights as a shareholder of Team prior to the date of delivery of the shares of Team Common Stock. Appraiser by giving notice to the other. Appraised Value of the Company and its Subsidiaries, which notice shall be accompanied by a copy of his appraisal report. Calculation of Third Year EBITDA. Common Stock of TQ Acquisition, Inc. Class B Stock as a group. Class B Stockholder Representative with total and complete access to Quest Group financial and business records, subject only to a confidentially agreement of a standard form required of Team senior management. Wherever the context so permits, the use of words in this Agreement in the masculine, feminine or neuter gender shall be construed to include all of such genders. Pink Sheets LLS or a similar organization.

Trading Days ending the date immediately preceding the date of such Acceleration Event. Any party may change any address to which notice is to be given to it by giving notice as provided above of such change of address. Contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. REGISTRATION UNLESS A VALID EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO ITS COUNSEL THAT SUCH TRANSFER WOULD NOT VIOLATE ANY FEDERAL OR STATE SECURITIES LAW. Working Capital Adjustment, if any. AGREEMENT DATED AS OF NOVEMBER 1, 2010, BY AND AMONG TEAM, INC. Altenberg; Ring Mountain Capital, LLC; Quest Integrated, Inc. Representative the Exercise Notice.

Team Common Stock determined pursuant to the provisions of Article II and Article III hereof shall be issued to Class B Stockholders based on their percentage ownership of the Class B Stock. November 2010, by and between Team, Inc. Contract was transmitted or communicated through the use of PDF or a facsimile machine as a defense to the formation of a Contract and each such Party forever waives any such defense. Class B Common Stock of TQ Acquisition, Inc. United States securities exchange on which Team Common Stock is traded. Class B Stockholder Representative shall negotiate in good faith and attempt to resolve their disagreement.

Quest and its Subsidiaries. Notice given by personal delivery, courier service or mail shall be effective upon actual receipt. Appraised Value of the Company and its Subsidiaries, which notices shall be accompanied by his appraisal report. Call Option Exercise Notice. Acceleration of Put Option. Purchase and Sale of Class B Stock Upon Death, Bankruptcy or Involuntary Transfer. Class B Stockholder Representative. Team Common Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by Team for this purpose.

Saturday, a Sunday or a day in which commercial banks located in Houston are permitted by law to close. Third Year EBITDA shall be conclusive and binding upon the parties for the purposes for which such determination was made. Team Common Stock issued to the Class B Stockholders pursuant to the Purchase Agreements, will result in the Class B Stockholders beneficially owning more than 19. Agreement, the Class B Stockholders shall be entitled to exercise all rights of ownership of their Class B Stock. FEDERAL COURTS IN AND FOR THE SOUTHERN DISTRICT OF TEXAS WITHOUT REGARD TO ANY PRESENT OR FUTURE DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF THE PARTIES. States generally accepted accounting principles. Houston time, to Team an executed copy of the applicable Exercise Notice.

No part of the cost of the Third Party Accountant shall be charged to the Company or Quest. Team Buyer Common Stock determined by rounding up or down to the nearest whole number. Parties with respect to its subject matter. Proportional Issuance; Fractional Shares. Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties and their respective successors. Change of Control of Quest or the Company.

AGREEMENT TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE. Net Working Capital to trailing twelve month revenue computed for the preceding 24 month period, no adjustment to the Intercompany Balance at the Exercise Date shall be necessary. Reported Sale Price for Team Common Stock is available on such securities exchange or market. Parties have executed this Agreement as of the date first above written. Year EBITDA shall be conclusive and binding upon the parties for the purposes for which such determination was made. Stockholder Representative shall review the calculation of the Third Year EBITDA, and within 30 days after delivery thereof notify Team in wiring of any disagreement with such calculation. Agreement and the performance of the Transactions and obligations of the Parties hereunder will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of Law principles. TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

Third Year EBITDA shall be conclusive. CALL OPTION AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS. John Zink Holdings, Inc. Put Option Exercise Notice. Company and shall be neutral and impartial. THE PRIOR WRITTEN APPROVAL OF THE COMPANY. Party hereto delivers the applicable Exercise Notice. Subsidiaries of that Person or a combination thereof.

Class B Stockholder shall, for all purposes, be deemed to have become the holder of record of the shares of Team Common Stock specified in the Exercise Notice on the date of delivery of such shares of Team Common Stock. Delivery by PDF and Facsimile. There are some points that you should keep in mind while drafting them. Specifying these details makes it simpler to execute the sale and implement the clause effectively. Take the time to understand the needs of your client and draft accordingly. Specify the amount or percentage of shares that are subject to the call or put option. Remember these basic points while drafting.

Make sure that you are always clear about what a clause is intended to achieve. Similarly, it is up to the parties to decide whether the option should apply to a part of the shares or all the shares that a party holds. The latter mechanism means he can continue in the company and ask B to exit. If you know what a put option is, you can simply suggest that your client include a put option over his own shares. Keep this in mind when you draft a put option for a foreign investor and always know the correct legal position before drafting. Junior lawyers should understand these mechanisms well because they can be used in a shareholders agreement in various scenarios. Be precise about whether your client has a right to sell shares or is under an obligation to purchase shares. As a lawyer, you should advise your client about the most appropriate form of the clause depending upon his or her intentions. Simply, a call option is a right but not an obligation to purchase shares at a specified price, on the happening of a specified event.

The exit price must be a fair price calculated according to the prescribed guidelines and at the time of exit. For instance, if you are drafting a put option clause, it is not necessary that the shares always need to be sold to the other parties in the shareholder agreement. Always flesh out the manner in which the clause will work. Let us first go through some scenarios to understand how they may be useful. As always, the letter of the law plays an important role. In all agreements these options are triggered on happening of specified events. At the time of enforcement, there should be no confusion on the amount of shares that can be sold or bought.

Always specify the event and the manner in which the option will be exercised. As you know very well by now, a shareholders agreement specifies the rights and obligations of shareholders and sets out the manner in which the company will be governed. You can also have a right to sell your shares to a third party of your choice. We have already seen some vital clauses used in these agreements such as condition precedent clauses and restrictions placed on the transfer of shares. These two mechanisms can therefore be used throughout shareholders agreements to address different scenarios and the various needs of your client. If not, your client would like to exit. Yes, it is necessary to specify a situation in which such an option works.

Deepa Mookerjee is part of the faculty on myLaw. Remember, contractual arrangements can work in many permutations and combinations. We hope you enjoyed this article. Participant or Former Participant means a Participant or Former Participant and the beneficiaries of the Participant or Former Participant under the Plan. Cost or Fair Market Value of such Share. Company Stock is subject to the put option. Under this Section 10. If not exercised during the Put Period, the Put Option shall terminate and shall be of no further force or effect.

Company shall tender to Lender the Put Price in cash by wire transfer of immediately available funds to an account at a bank designated by Lender. Under no circumstances may the put option bind the Plan. However, it shall grant the Plan an option to assume the rights and obligations of the Employer at the time that the put option is exercised. Day VWAP is calculated. Put Price shall be secured by the Collateral and any related guarantees under the Loan Documents. On each Put Date, the Issuer shall purchase the Note Principal Balance in the manner specified in and subject to the provisions of Section 10. Put Closing Date purchase all Put Securities of each Selling Holder for the applicable Put Amount. The Majority Noteholders may, at their option, put all or any portion of the Note Principal Balance of the Notes to the Issuer on any date upon giving notice in the manner set forth in Section 10. Company Stock passes by reason of a Participants death. The notice must inform distributees of the term of the put options that they are to hold.

Section 3; provided, however, that if a Triggering Event occurs prior to December 26, 2008, such Triggering Event shall, for purposes of this Agreement, be deemed to occur as of December 26, 2008. The terms must satisfy the requirements of this Section 10. The put option must permit a Participant to put the Company Stock to the Employer. The Put Option may be exercised as to any portion of a Warrant. Bacterin International Holdings, Inc. Put Option shall not be transferred or assigned to any third party. The number of days between the tenth day and the date on which notice is actually given, if later than the tenth day, must be added to the duration of the put option. Manager ceases to be employed by the Company or any of its subsidiaries. Sale and Servicing Agreement. Doing business with foreign partners and clients has never been easier!

Whether you need to write a business plan, legal contracts, proposals, business letters, board resolutions, policies, spreadsheets or any other business document, simply fill in the blanks and get the job done in minutes! Box will cover all your writing needs from the day you launch your business until maturity. All documents are available in English, French, Spanish, Chinese, German, Italian and Portuguese. You too can look like a Fortune 500. Customizing a simple document is literally a matter of filling in the blanks. Start, Run and Grow Your Business Like a Pro. Also not difficult to export to PDF. Purchaser grants to the Owner a Put Option. For more legal advice telephone us. What if the Purchaser does not decide to use their Call Option?

The parties have the right to either enforce the option or to let the option lapse. What questions do I need to answer? The Owner can still use their Put Option and force the sale. The Purchaser can still use their Call Option and force the sale. This includes Business Succession Planning agreements. This is called the Option Period. They may be used for interests in a business. The Put and Call Option is a legally binding contract. Only a law firm provides the above protection.

Our direct link with ASIC enables you to build and incorporate your company within minutes. Owner grants to the Purchaser a call option. We are a law firm. Have a look at the Sample document. Business Succession Planning usually has a Put and Call Option. For a copy of my research just email me. If neither the Owner nor the Purchaser exercises their Option then the sale never takes place. If you do exercise either of the Options, the Purchaser pays the Purchase Price by the Settlement Date.

Only ONE person needs to exercise their Option to make the sale happen. There are many training videos and hints to help you as you build the Put and Call Option. Put and Call Options. Use this agreement for real estate, cars and equipment. We can help you answer the questions. The Option Fees that will be paid by both parties. Managed Superannuation Funds, Family Trusts, and Wills. It is where two parties buy the right to purchase or to sell an Asset at some point in the future.

What if the Owner decides not to use their Put Option? Under the Call Option, the Purchaser may exercise the option to require the Owner to sell their Asset to the Purchaser. The parties choose how long the Options are opened for. Sellers will be bound by such executed notice. City of New York, State of New York. Act since its formation.

Purchase Price to the Sellers. This Put Option Agreement involves NORTH SHORE ACQUISITION CORP. North Shore Acquisition Corp. Transferred Shares to the Investor. Common Stock to the Investor. Sellers set forth herein. Sellers only following the Option Trigger.

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