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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."
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.
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
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
Financial Services
Technology
Manufacturing
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Professional Services
Healthcare
Energy
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E-commerce
Mining and Natural Resources
Construction
Agriculture
Legal
Finance
Corporate Secretarial
Compliance
Human Resources
Risk Management
Board of Directors
Executive Management
Investment
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Counsel
Investment Manager
Corporate Lawyer
Compliance Officer
Human Resources Director
Board Director
Managing Director
Finance Manager
Business Development Manager
Company Secretary
Risk Manager
Corporate Governance Officer
Investor Relations Manager
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