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Common Stock Subscription Agreement
"I need a Common Stock Subscription Agreement for my Indonesian technology company to issue shares to three foreign venture capital firms from Singapore and Japan, with a planned closing date of March 15, 2025, including provisions for board appointment rights and anti-dilution protection."
1. Parties: Identification of the Company and the Subscriber(s), including their complete legal names, registration numbers, and addresses
2. Background: Context of the transaction, including the Company's current capital structure and the purpose of the share subscription
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Subscription and Issuance: Details of shares being subscribed, including number, class, and nominal value
5. Subscription Price: Total consideration and price per share, including currency and payment method
6. Closing Conditions: Conditions precedent that must be satisfied before the subscription is completed
7. Closing Mechanics: Process and timeline for completing the subscription, including document delivery and payment procedures
8. Company Representations and Warranties: Company's statements regarding its legal status, authority, and business condition
9. Subscriber Representations and Warranties: Subscriber's statements regarding authority, financial capacity, and compliance with laws
10. Covenants: Ongoing obligations of both parties before and after closing
11. Termination: Circumstances under which the agreement may be terminated and the consequences
12. Notices: Process and contact details for formal communications between parties
13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
14. Miscellaneous: Standard boilerplate provisions including amendments, assignments, and severability
1. Foreign Investment Provisions: Required when the subscriber is a foreign entity, addressing compliance with Indonesian foreign investment regulations
2. Anti-Dilution Rights: Protection mechanisms for maintaining the subscriber's ownership percentage in future share issuances
3. Tag-Along Rights: Right of the subscriber to join in the sale of shares by other shareholders
4. Board Appointment Rights: Rights of the subscriber to appoint directors or commissioners
5. Multiple Closing Provisions: Required when the subscription will be completed in multiple tranches
6. Currency Conversion: Required when payment is made in foreign currency, addressing exchange rate mechanisms
7. Regulatory Compliance: Specific provisions required for regulated industries or public companies
8. Employee Matters: Required for employee stock ownership programs or when employment-related conditions exist
1. Schedule 1 - Share Details: Detailed information about the shares being subscribed, including class rights and restrictions
2. Schedule 2 - Closing Deliverables: List of documents and items to be delivered at closing
3. Schedule 3 - Company Information: Details of the Company's corporate information, including capital structure and subsidiaries
4. Schedule 4 - Company Disclosure Schedule: Exceptions and qualifications to the Company's representations and warranties
5. Schedule 5 - Form of Officer's Certificate: Template for certification of closing conditions and corporate approvals
6. Schedule 6 - Required Governmental Approvals: List of regulatory approvals required for the subscription
7. Appendix A - Shareholders Resolution: Form of shareholders resolution approving the share issuance
8. Appendix B - Board Resolution: Form of board resolution approving the share issuance
9. Appendix C - Share Certificate Specimen: Form of share certificate to be issued
Authors
Articles of Association
BKPM
Board of Commissioners
Board of Directors
Business Day
Closing
Closing Date
Company
Completion
Confidential Information
Deed of Subscription
Encumbrance
Financial Year
General Meeting of Shareholders
Governmental Authority
IDX
Indonesian GAAP
Law
Material Adverse Effect
Minister of Law and Human Rights
NIB
Notarial Deed
OJK
Ordinary Shares
Party/Parties
Permits
Person
Purchase Price
Regulatory Approvals
Rupiah
Securities
Shares
Subscriber
Subscription Price
Subscription Shares
Tax
Transaction Documents
Working Days
Payment Terms
Conditions Precedent
Representations and Warranties
Covenants
Closing Conditions
Share Issuance
Regulatory Compliance
Foreign Investment Requirements
Corporate Approvals
Confidentiality
Non-Competition
Assignment
Termination
Force Majeure
Indemnification
Dispute Resolution
Governing Law
Notices
Amendment
Severability
Entire Agreement
Language Requirements
Share Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Board Appointment Rights
Shareholder Approval
Information Rights
Anti-dilution Protection
Registration Rights
Dividend Rights
Exit Rights
Default
Remedies
Costs and Expenses
Further Assurance
Waiver
Technology
Manufacturing
Financial Services
Real Estate
Infrastructure
Energy
Healthcare
Consumer Goods
Agriculture
Mining
Transportation
Telecommunications
Education
Retail
Professional Services
Legal
Finance
Corporate Secretarial
Compliance
Investment
Risk Management
Corporate Development
Investor Relations
Board of Directors
Executive Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Corporate Secretary
Investment Director
Legal Counsel
Corporate Lawyer
Finance Director
Investment Manager
Compliance Officer
Board Director
Commissioner
Financial Controller
Corporate Development Manager
Investor Relations Manager
Due Diligence Officer
Risk Management Officer
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