CALL OPTION AGREEMENT
Date:
Parties:
1. ‘The Grantors’: as set out in Schedule I hereto.
2. ‘The Grantee’: as set out in Schedule I hereto.
1. Recitals
1.1 ______________ (“the Company”) is incorporated in Malaysia under the Companies Act 1965 with company registration number _______ and as at the date hereof has an authorised share capital of Ringgit Malaysia (RM ) divided into ordinary shares of {Amount] each, of which ( ) ordinary shares of [Amount] each are issued as fully paid or credited as fully paid.
1.2 The Grantors have on day of 20 entered into a share sale agreement with the Grantee for the purchase of ordinary shares of {Amount] each in the Company in the number and at the purchase price more particulary set out in the Schedule I hereto (“the Principal Agreement”).
1.3 The shares purchased by the Grantors pursuant to the Principal Agreement are hereinafter referred to as “the Shares”.
1.4 The Grantors have also on day of 20 entered into a supplemental agreement with the Grantee to provide that the Grantors shall give the Grantee seven(7) days prior written notice in the event the Grantors wish to pay for the purchase price of the Shares under Clause 3 of the Principal Agreement (“the Supplemental Agreement”).
2. Interpretation
2.1 In this Agreement:
‘APPROVAL’ means the approval of MITI for the sale and transfer of the Shares by the Grantor to the Grantee.
‘GRANTORS’ SHARES’ means such number of ordinary shares in the Company of Ringgit Malaysia {Amount] each fully paid in the capital of the Company beneficially owned by the Grantors and registered in the respective names of the Grantors as appearing in Schedule II and includes all rights, interests, entitlements, bonuses and dividends accruing to the Grantors’ Shares.
‘CONSIDERATION SUM’ means the sum to be paid by the Grantee to the respective Grantors for the Grantors’ Shares pursuant to Clause 3.2 as contained in Schedule I.
`OPTION’ means the right exercisable at any time during the Option Period to purchase the Grantors’ Shares free from any Encumbrances and with all rights, benefits and interests accruing to the Grantors’ Shares from the date hereof
‘ENCUMBRANCE’ includes any charge, mortgage, pledge, lien, hypothecation, assignment, title retention, double financing, preferential right, security interest or trust arrangement and any other agreement or arrangements having substantially the same legal effect
‘OPTION PERIOD’ means the period commencing on the date the Grantee received the written notice from the Grantor informing the Grantee of their intention to pay for part or the entire purchase price of the Shares pursuant to the Supplemental Agreement and ending on the seventh (7th) day after the receipt of the said notice.
‘RINGGIT MALAYSIA’ means the currency of Malaysia
‘MITI’ means the Mininstry of International Trade and Industry (“MITI”);
3. Option
3.1 In consideration of the sum of Ringgit Malaysia [Amount]only paid by the Grantee to each of the Grantors (the receipt of which is respectively acknowledged by the Grantors) the Grantors hereby grant to the Grantee the right to exercise the Option at any time during the Option Period to purchase the Grantors’ Shares free from all Encumbrances and with all rights, benefits and interests accruing to the Grantors’ Shares from the date hereof for the respective Consideration Sum upon the terms and subject to the conditions of this Agreement
3.2 The Option shall only be exercisable in respect of all the Grantors’ Shares including all rights issues, bonuses and dividends accruing thereto as from the date hereof and not part thereof.
3.3 The Option shall be exercisable at any time during the Option Period by notice in writing served on the Grantors (“the Option Notice”) in the manner prescribed in Clause 7.5 herein.
3.4 The parties shall be bound to complete the sale and purchase of the Grantors’ Shares two (2) days after the date of service of the notice of exercise (or on the next succeeding business day if completion would otherwise fall on a non-business day) (“the Completion Date”).
4. Completion
4.1 Completion of the sale and purchase shall take place at the registered office of the Company or at such other place as the parties shall mutually agree on the Completion Date.
4.2 On the Completion Date, the Grantor shall deliver or caused to be delivered to the Grantee:
4.2.1 duly executed transfers of the Grantors’ Shares accompanied by the relative share certificates;
4.2.2 such other deeds and documents as may be necessary to transfer to the Grantee or as the Grantee may direct the unencumbered beneficial ownership of the Grantors’ Shares.
4.3 The Grantee shall deliver to the Grantors Banker’s Draft or Banker’s Cheque in respect of the Consideration Sum. In making such payment, the Grantee shall be entitled to set off any sum owing by the Grantor to the Grantee as at the date of payment pursuant to the Principal Agreement.
5. Grantors’ Shares
All rights attached to the Grantors’ Shares shall accrue to the Grantee at the date of the service of its notice exercising the Option.
6. Grantors’ warranties
6.1 The Grantors warrant to the Grantee that they have and will have full power and authority to grant the Option in respect of the Grantors’ Shares upon the terms and conditions of this Agreement.
6.2 Save the warranties made herein the Grantors make no warranties in respect of the Company.
7. Miscellaneous
7.1 No announcement shall be made in respect of the subject matter of this Agreement.
7.2 This Agreement shall be binding upon each party’s successors and assigns and personal representatives but, except as specifically provided, none of the rights of the parties under this agreement or the warranties may be assigned or transferred.
7.3 Each party shall bear its own costs in respect of the preparation of this Agreement.
7.4 Time shall be of the essence of this Agreement.
7.5 All communications between the parties with respect to this Agreement shall be delivered by hand or sent by post to the address of the addressee as set out in this Agreement or to such other address as the addressee may from time to time have notified for the purpose of this clause. In proving service by post it shall only be necessary to prove that the communication was contained in an envelope which was duly addressed and posted in accordance with this clause. In the case of the notice exercising the Option the communication must be confirmed by registered post.
7.6 Payments to be made by the Grantee to the Grantors hereunder shall be made by way of Cheque unless agreed to by the parties.
7.7 This Agreement shall be governed by and construed in accordance with the Laws of Malaysia and the parties hereto agree to be subject to the non-exclusive jurisdiction of the Malaysian courts.
7.8 As from the date hereof and until the completion of the sale and purchase of the Grantors’ Shares in accordance with Clause 3 hereof, the Grantors shall, at the written request of the Grantee and at the Grantee’s cost and expense, execute all proxies or other documents necessary or proper to enable the Grantee or its authorised representatives to vote at all meetings of the shareholders or otherwise of the Company in place of the Grantors.
IN WITNESS WHEREOF the parties hereto have hereunto respectively set their hands the day and year first above written.
SCHEDULE I
SCHEDULE II
1. Name and Address of Grantee:
2. Names and Addresses of
Grantors:
3.1 Grantors’ Shares for
: Ordinary Shares of [Amount] each in the Company;
3.2 Grantors’ Option Shares for
: Ordinary Shares of [Amount] each in the Company;
4.1 Consideration Sum for
: RM
4.2 Consideration Sum for
:
Executed by )
