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Business Equity Agreement
"I need a Business Equity Agreement for a tech startup in Jakarta, where a foreign investor is acquiring 30% shareholding, with specific provisions for technology transfer and anti-dilution protection."
1. Parties: Identification of all parties to the agreement, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including company information, purpose of the equity arrangement, and current shareholding structure
3. Definitions: Definitions of key terms used throughout the agreement
4. Subscription and Purchase of Shares: Details of the equity transaction, including number of shares, class of shares, and purchase price
5. Consideration: Payment terms, method of payment, and timing of the equity purchase
6. Completion: Conditions precedent, completion mechanics, and timing of the transaction
7. Representations and Warranties: Statements of fact and assurances from all parties
8. Pre-emptive Rights: Existing shareholders' rights regarding future share issuances
9. Share Transfer Restrictions: Limitations and conditions on the transfer of shares
10. Corporate Governance: Management structure, board composition, and voting rights
11. Reserved Matters: Decisions requiring special approval from certain shareholders
12. Confidentiality: Obligations regarding confidential information
13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Optional provision giving minority shareholders the right to join in the sale of shares by majority shareholders
2. Drag-Along Rights: Optional provision allowing majority shareholders to force minority shareholders to join in the sale of shares
3. Anti-dilution Protection: Include when protecting certain shareholders from equity dilution is required
4. Dividend Policy: Include when specific dividend distribution rules need to be established
5. Exit Rights: Include when specific provisions for company sale or IPO need to be established
6. Non-Competition: Include when restrictions on competitive activities are necessary
7. Deadlock Resolution: Include for joint ventures or when shareholders have equal voting rights
8. Strategic Rights: Include when certain shareholders require specific strategic or operational rights
1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital, share classes, and shareholding before and after the transaction
2. Schedule 2 - Completion Deliverables: List of documents and actions required for completion
3. Schedule 3 - Reserved Matters: Detailed list of matters requiring special approval
4. Schedule 4 - Company Information: Detailed corporate information including assets, contracts, and liabilities
5. Schedule 5 - Warranties: Detailed warranties given by the parties
6. Appendix A - Board Resolution: Copy of board resolution approving the equity transaction
7. Appendix B - Shareholders Resolution: Copy of shareholders resolution approving the equity transaction
8. Appendix C - Share Certificate Form: Template of share certificate to be issued
Authors
Articles of Association
Board of Commissioners
Board of Directors
Business Day
Company
Completion
Completion Date
Confidential Information
Consideration
Deed of Transfer
Encumbrance
Existing Shareholders
Financial Year
General Meeting of Shareholders
Governing Law
Indonesian GAAP
Investment Law
Material Adverse Change
New Shares
Ordinary Shares
Parties
Preference Shares
Purchase Price
Reserved Matters
Rupiah
Share Capital
Share Certificate
Shareholders
Shareholders Agreement
Shares
Subscription Shares
Subsidiary
Tag-Along Rights
Drag-Along Rights
Transfer
Voting Rights
Working Day
MOLHR
OSS System
Negative Investment List
Pre-emptive Rights
Related Party
Representative
Signing Date
Subscription Amount
Transaction Documents
Warranties
Share Subscription
Share Purchase
Consideration and Payment
Conditions Precedent
Completion
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Board Composition
Management Rights
Shareholder Meetings
Reserved Matters
Information Rights
Dividend Rights
Exit Rights
Representations and Warranties
Covenants
Non-Competition
Confidentiality
Dispute Resolution
Governing Law
Force Majeure
Termination
Assignment
Notices
Costs and Expenses
Severability
Entire Agreement
Amendment
Waiver
Further Assurance
Counterparts
Technology
Manufacturing
Financial Services
Real Estate
Infrastructure
Energy
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Telecommunications
Professional Services
Consumer Goods
Legal
Finance
Corporate Development
Mergers & Acquisitions
Compliance
Risk Management
Corporate Secretary Office
Executive Management
Investment
Business Development
Corporate Governance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Legal Counsel
Investment Director
Corporate Finance Manager
Mergers & Acquisitions Director
Business Development Manager
Risk Manager
Compliance Officer
Board Director
Managing Director
Finance Director
Company Secretary
Investment Manager
Shareholder Relations Manager
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