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Option To Purchase Shares Agreement Template for Philippines

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Key Requirements PROMPT example:

Option To Purchase Shares Agreement

"I need an Option to Purchase Shares Agreement under Philippine law for our tech startup's employee incentive scheme, giving our senior developer the option to purchase up to 5% of company shares at a fixed price during 2025."

Document background
The Option To Purchase Shares Agreement is a crucial document in Philippine corporate transactions, commonly used in various business contexts including employee stock option plans, investment arrangements, and strategic business alliances. This agreement provides a flexible mechanism for future share acquisition, allowing parties to lock in terms while deferring the actual purchase. Under Philippine law, particularly the Revised Corporation Code and Securities Regulation Code, specific requirements must be met regarding share transfers, corporate approvals, and securities regulations. The document typically includes detailed provisions on exercise mechanisms, valuation methods, conditions precedent, and completion requirements, while also addressing key considerations such as foreign ownership restrictions, tax implications, and corporate governance requirements. It serves as a valuable tool for business expansion, employee retention, and investment structuring, while ensuring compliance with Philippine regulatory frameworks.
Suggested Sections

1. Parties: Identification of the option grantor (current shareholder) and the option holder

2. Background: Context of the agreement, including details about the company whose shares are subject to the option

3. Definitions: Key terms used throughout the agreement, including 'Option Shares', 'Exercise Price', 'Option Period', etc.

4. Grant of Option: Clear statement of the option being granted and the basic terms

5. Option Shares: Details of the shares subject to the option, including class, number, and percentage of total share capital

6. Exercise Price: The price at which the option can be exercised and payment terms

7. Option Period: Duration of the option and any specific exercise windows

8. Exercise Mechanism: Process and requirements for exercising the option

9. Representations and Warranties: Standard warranties regarding share ownership, authority to grant option, etc.

10. Completion: Process for completing the share transfer upon exercise

11. Confidentiality: Obligations regarding confidential information

12. Governing Law and Jurisdiction: Specification of Philippine law and jurisdiction

13. General Provisions: Standard boilerplate clauses including notices, amendments, etc.

Optional Sections

1. Tag-Along Rights: Include when the option holder should have the right to participate in sales by other shareholders

2. Drag-Along Rights: Include when majority shareholders should have the right to force the option holder to sell upon exercise

3. Anti-Dilution Protection: Include when the option holder needs protection against share dilution before exercise

4. Foreign Ownership Compliance: Include when the option holder is foreign and the company operates in a nationality-restricted sector

5. Competition and Non-Solicitation: Include when the parties want to restrict competitive activities

6. Tax Provisions: Include specific tax-related provisions when complex tax implications are involved

7. Right of First Refusal: Include when existing shareholders should have first right to purchase shares if option holder decides to sell after exercise

Suggested Schedules

1. Schedule 1 - Share Details: Detailed information about the option shares, including share certificates numbers and current ownership structure

2. Schedule 2 - Company Information: Key details about the company, including registration number, registered address, and capital structure

3. Schedule 3 - Exercise Notice Form: Template form for exercising the option

4. Schedule 4 - Deed of Adherence: Form of deed to be signed upon exercise if required by shareholders' agreement

5. Schedule 5 - Calculation of Exercise Price: If the exercise price is based on a formula or specific calculations

6. Appendix A - Board Re红杏直播s: Required board re红杏直播s authorizing the grant of the option

7. Appendix B - Shareholders' Re红杏直播: Any required shareholders' re红杏直播s or waivers

Authors

Alex Denne

Head of Growth (Open Source Law) @ 红杏直播 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Financial Services

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Relevant Roles

Chief Executive Officer

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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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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