Call Option Agreement: shares
Option Agreement for the grant by a holder of shares in a private limited company of a call option over the shares in favour of a buyer.
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When do I use this document?
- for the grant of a call option over shares in a private limited company
- where the agreement does not include a corresponding put option
What are the key features?
- 24 clauses over 14 pages
- grant of the call option, with related definitions of option shares, exercise conditions and exercise period
- call option exercise and form of exercise notice
- mechanics for sale and purchase of option shares
- warranties and undertakings from the seller
What else do I need to know?
The principal matters which the parties to a call option agreement will need to negotiate include:
- option shares: the number of option shares
- exercise conditions: whether the call option exercise is subject to satisfaction of any pre-conditions
- exercise period: the time period during which the buyer may exercise the call option
- exercise price: the price payable for the shares
What other docs are available?
For alternative option agreements over shares, see:
When do I use this document?
- for a share sale transaction
- where confidential information about the target company will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller and target company
What are the key features?
- 17 clauses over 9 pages
- definitions of Confidential Information and Proposed Transaction
- confidentiality obligations
- authorised recipients of Confidential Information
- circumstances permitting compulsory disclosure
- procedure for returning Confidential Information to the seller
- prohibition on the buyer poaching the target company’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller and target company
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the receiving party. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
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- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
The guidance notes which accompany the document explain how these provisions might be negotiated to reach agreement.
What other docs are available?
For a shorter form of confidentiality agreement for a company sale transaction, see
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Updated by a lawyer on 30/05/2025
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