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This Deed of Option Over Unissued Shares contemplates that the Grantee (the person who is being given the option) is a company and not an individual. It also contemplates that the LAWLIVE™ customer is/could be either the Grantor or the Grantee.
Please note that there are capital gains consequences when Shares are sold.
If you are investing in a Company where there are other Shareholders, you need to be aware that you will potentially be a minority Shareholder if you exercise your Option. Always do a thorough investigation of the Company into which you are investing.
The allotment of Shares can have adverse value-shifting tax consequences - this should be checked with an accountant or tax advisor before the Option is entered into.
This Deed of Option Over Unissued Shares attaches the following Schedules:
SCHEDULE ONE: full details of the Option shares, subscription price, Option fee, Shareholders, Grantor's business.
SCHEDULE TWO: pro forma Application for Allotment of Shares.
SCHEDULE THREE: pro forma Notice of Exercise of Option.
SCHEDULE FOUR: pro forma Notice of Appointment of Nominee.
NOTES to Option over Unissued Shares (version One) Where Grantee is a Company.
This Deed of Option Over Unissued Shares includes the following provisions:
1. Definitions and Interpretations
2. Grant of Option
3. Exercise of Option
4. Allotment of Option Shares
5. Covenants and Warranties Given by the Grantor and the Directors
6. Covenants by Shareholders
7. Sale of Shares or Sale of Business
9. Resignation of the Director and Appointments of Further Directors
10. Whole Agreement
12. Independent Advice