Call option agreement

by Practical Law Corporate

A standard document for a call option agreement granting a buyer the right to purchase shares in a private limited company incorporated in England and Wales. This standard document sets out the principal terms and conditions for the grant of the option, including the Option Period during which it can be exercised and the procedure for serving an Exercise Notice. It addresses the calculation and payment of the consideration for the Option Shares, which are to be transferred with full title guarantee, and establishes the mechanics for completion. This standard document also contains provisions to protect the buyer from dilution through a Reorganisation, alongside seller warranties and undertakings to safeguard the buyer's interests until the option lapses or is exercised. Key clauses cover confidentiality, the process for expert determination of disputes, and the consequences of a Third Party Offer for the company. This standard document assumes the option may only be exercised on one occasion in respect of all of the Option Shares.