Newsletter-21

45 COMMERCIAL LAW third party. In this case, the rightholder shall have the right to become the purchaser of the shares in a preferred manner with his/her unilat- eral declaration of intent. Through the unilateral declaration of the shareholder exercising his/her pre-emption right, since the selling shareholder has already ex- pressed his/her intention to sell, the share purchase agreement shall be drawn up, and the right holder may demand registration of the shares that are subject to transfer in the share ledger under his/her name 6 . Additionally, since the regulations in the articles of association regarding the pre-emptive rights are related to the composition of the shareholding circle, they constitute an important reason as per Art. 493/2 of the TCC; therefore, in cases of non-compliant transfers, such transfers may not be approved, and the company may refrain from the registration thereof to the share ledger 7 . Call-Option This option grants the shareholder the right to purchase the shares of the selling shareholder in whole or in part at a pre-determined price (even though the parties did not determine a price beforehand, they may agree on a calculation method of such price) and oblige the coun- terparty to sell his/her shares at the same price 8 . The call-option is a widely used mechanism in companies with different shareholders in order to prevent deadlock, or in the instances where one or more shareholders plan to continue as shareholders with- out other shareholder(s) if certain conditions arise. As described, above, given certain conditions regulated by the agreement arise, the party that was granted the call-option has the right 6 Erdem Ercüment , “Nama Yazılı Hisse Senetlerine İlişkin Olarak Uygulamada Ortaya Çıkan Bazı Sorunlar ve Yeni TTK’nın Çözüm Önerileri” XXV. Ticaret Hukuku ve Yargıtay Kararları Sempozyumu, 17 December 2011, Ankara 2012 p.97-127 ( Erdem Article). 7 Erdem Article, p.120. 8 Tekinalp Ünal , Sermaye Ortaklıklarının Yeni Hukuku, 4. Edition, Istanbul 2015, p.160.