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1. Parties: Identifies and defines the parties to the agreement - the Option Grantor and Option Holder
2. Background: Sets out the context and purpose of the option agreement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Grant of Option: Establishes the exclusive option rights and their nature
5. Option Period: Specifies the duration for which the option can be exercised
6. Option Fee: Details the consideration paid for the option rights
7. Exercise of Option: Describes the process and requirements for exercising the option
8. Completion: Sets out the completion process once the option is exercised
9. Warranties and Representations: Standard warranties from both parties regarding capacity and authority
10. Confidentiality: Obligations regarding confidential information
11. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Due Diligence: Required when the option holder needs rights to conduct due diligence before exercise
2. Security: Used when security is required for the option fee or future performance
3. Third Party Rights: Needed when third party consents or rights are relevant to the option
4. Tax Provisions: Required when specific tax implications need to be addressed
5. Anti-dilution Provisions: Included for share options to protect against dilution
6. Resource Management Act Conditions: Required when the option involves land subject to RMA considerations
7. Overseas Investment Office Approval: Required when foreign investment approval might be needed
1. Schedule 1 - Subject Matter of Option: Detailed description of what is covered by the option (e.g., property details, shares, assets)
2. Schedule 2 - Option Exercise Notice: Pro forma notice for exercising the option
3. Schedule 3 - Form of Main Agreement: Draft of the main agreement to be entered into upon exercise
4. Schedule 4 - Due Diligence Requirements: List of due diligence materials and processes if applicable
5. Schedule 5 - Conditions Precedent: List of conditions that must be satisfied before option exercise
6. Appendix A - Required Consents: List of third party or regulatory consents required
7. Appendix B - Disclosure Schedule: Grantor's disclosures against warranties if applicable
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