Call and put options agreement

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. 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. 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. Ordinarily, these two periods of time are sequential. HOW IS A PUT AND CALL OPTION DOCUMENTED? Put and call options are documents by way of deed.

WHAT IS A CALL OPTION? WHAT IS A PUT OPTION? The consideration can be nominal. 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. At the time of enforcement, there should be no confusion on the amount of shares that can be sold or bought. 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. 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. Finkelstein goes on to review different types of agreements, their advantages and disadvantages for the parties involved. Exit method: How to Negotiate a Put and Call Agreement When Selling Your Business. Reprinted from the August 2012 issue of Smart Business Dallas. Smart Business Network Inc.

He then explains how best to determine the price of the put, including potential risks. Smart Business spoke with Finkelstein about how a put and call agreement can offer options to a seller. This formula also provides a guaranteed floor. This is a very good tool if you can negotiate it. Corporate Finance Practice Group. How can the seller plan for an appropriate exit method? Traditionally, the buyer buys 100 percent of the company and puts the former owner under a management contract.

If you sell a majority interest in your company at a multiple of earnings or cash flow, you can say you want a put and called priced at the original sales price formula. Selling to a larger corporation gives you better access to capital markets, and funding sources should be better and less costly, allowing you to improve operations and grow your business. However, are you really going to be in control, or is corporate headquarters going to be pulling the strings? In order to ensure some degree of management stability or to allow the buyer to plan for the capital needed to buy the remainder of the shares, you may not be able to trigger the option for a reasonable period. But many buyers today want the person who built the business to continue to play a key role after the sale, and, as a result, leave you with a stake in the company. When selling your business, you may be thinking about scoring a quick payout and retiring. As a result, they buy a majority interest, but the former owner is still invested. How are buyers approaching the market today? What is the alternative?

The other side may elect to sell or, if the price is too low, buy. The buyer wants the investment, and control of the company, but it wants to keep the management team in place for its expertise, knowledge of the market, reputation and key relationships, and it wants to incentivize management to grow the business. Therefore, if the company is more profitable, the price of the buyout increases; this is fair because you could argue the additional value is due in large part to your efforts. If the arrangement works, everyone benefits. You worked your whole life to build a company turn it into cash and now you must sell your shares at a lower price or buy the company back. As the seller, you have concerns. The buyer is in control and ultimately will have the final say on major matters such as expansion, capital improvements, etc. But many times, sellers have difficulty adjusting to a new role where they no longer are in charge. The seller is often at an economic disadvantage.

This is a smart play for the acquirer, but it makes the transaction more complicated. Company may exercise the call option, subject to certain conditions, at any time following certain triggering events. The Company is required to purchase the shares of Visa Europe no later than 285 days after exercise of the put option. Visa Europe a put option to require Visa Inc. In addition, Visa Europe granted to Visa Inc. Company will be entitled to purchase all of the share capital of Visa Europe. The Company may exercise the call option, subject to certain conditions, at any time following certain triggering events. Visa Europe a perpetual put option to require Visa Inc.

Visa Europe members all of the issued shares of capital stock of Visa Europe. Visa Europe no later than 285 days after exercise of the put option. You may want to start with our introduction to options video. Visit our Learning Center to find several courses on options trading. An option is a contract between a buyer and a seller. Each method bears different risks and has a range of approval levels. When you sell an option, you are obligated to buy or sell the underlying security if the buyer exercises his or her option.

There are different ways to trade options, resulting in various types of options strategies. What are options and why would I want to trade them? It is rare for put options to exist in real estate transactions by themselves. Importantly, the buyer under a put and call option still has a caveatable interest in the property. If a third party is nominated to purchase then the PAMDA requirements must again be complied with when the option is exercised. Traditionally, an option allows one party the enforceable right to buy something at a future time at a particular price. Extra time is also often required to negotiate the terms of the option agreement. There will be some resistance from property owners who might regard this form of documentation as complex.

There are however some disadvantages to using a put and call option in place of a regular contract. Property marketers often take put and call options to profit the exclusive right to market lots for sale for a specific period of time. It must be remembered that if an option to acquire land in Queensland is terminated or assigned, this is classified as a surrender of dutiable property and further stamp duty may be assessable. FIRB and access arrangements. Call 1300 529 529 to help with any put and call option or assistance with any of your conveyancing needs. This has an obvious attraction to buyers of development projects where the approval process extends to 12 months or more because the payment of substantial stamp duty on the actual purchase price is deferred. They are more complex than a standard REIQ document and therefore involve greater time and legal expense in their preparation.