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Equity Distribution Agreement
"I need an Equity Distribution Agreement for my Indonesian technology company to distribute 15% of its shares through three local securities firms, with specific provisions for digital platform distribution and cybersecurity compliance requirements."
1. Parties: Identification of all parties to the agreement, including the company, distributors, and any relevant intermediaries
2. Background: Context of the agreement, including company status, authorization for distribution, and relevant corporate approvals
3. Definitions: Detailed definitions of key terms used throughout the agreement, including specific Indonesian legal and regulatory terms
4. Appointment and Authority: Terms of appointment of the distributor and scope of their authority to distribute equity
5. Equity Description: Detailed description of the shares or equity instruments to be distributed, including class, rights, and restrictions
6. Distribution Terms: Mechanics of distribution, including pricing, allocation methods, and distribution period
7. Representations and Warranties: Statements of fact and assurances from all parties regarding their capacity, authority, and compliance
8. Covenants: Ongoing obligations of the parties during the distribution period
9. Compliance Requirements: Specific requirements to comply with Indonesian securities laws and regulations
10. Fees and Expenses: Structure of fees, commissions, and allocation of expenses
11. Indemnification: Provisions for indemnifying parties against losses or claims
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Governing Law and Dispute Resolution: Specification of Indonesian law as governing law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Lock-up Provisions: Used when there are restrictions on selling or transferring the distributed equity for a specific period
2. Foreign Investment Provisions: Required when the distribution involves foreign investors, addressing compliance with Indonesian foreign investment laws
3. Right of First Refusal: Optional provisions giving existing shareholders priority rights to purchase distributed shares
4. Tag-Along Rights: Included when minority shareholders need protection in case of majority share transfers
5. Market Making Obligations: Required when the distributor will also act as a market maker
6. Electronic Distribution Provisions: Included when distribution will occur through electronic platforms or systems
7. Shareholder Approval Requirements: Needed when specific shareholder approvals are required for certain distributions
8. Tax Gross-Up Provisions: Used when parties agree to specific arrangements regarding tax withholding and payments
1. Schedule 1 - Share Details: Detailed specification of shares including class, rights, and numbers to be distributed
2. Schedule 2 - Distribution Timeline: Detailed timeline for the distribution process including key dates and milestones
3. Schedule 3 - Fee Structure: Detailed breakdown of all fees, commissions, and payment terms
4. Schedule 4 - Required Approvals: List of all regulatory and corporate approvals required for the distribution
5. Schedule 5 - Distribution Territories: Specification of geographical areas where distribution is authorized
6. Appendix A - Corporate Authorizations: Copies of relevant board resolutions and corporate authorizations
7. Appendix B - Regulatory Permits: Copies of required regulatory permits and licenses
8. Appendix C - Form of Transfer Documents: Template documents required for executing transfers
9. Appendix D - Compliance Procedures: Detailed procedures for ensuring regulatory compliance during distribution
Authors
Applicable Law
BAPEPAM-LK
Business Day
Closing
Closing Date
Commission
Company
Confidential Information
Cut-Off Date
Distribution Period
Distribution Price
Distribution Rights
Distribution Territory
Distributor
Effective Date
Equity Securities
Event of Default
Exercise Period
Force Majeure
IDX
Indonesian Civil Code
Initial Distribution Date
Issuer
KSEI
Lead Distributor
Lock-up Period
Marketing Materials
Material Adverse Change
OJK
Offering Documents
Ordinary Shares
Parties
Placement Agreement
Preferential Rights
Pricing Date
Prospectus
Receiving Bank
Regulatory Approvals
Related Parties
Relevant Exchange
Securities
Securities Law
Share Registrar
Shareholders
Subscription Agreement
Subscription Period
Target Market
Term
Trading Day
Transaction Documents
Transfer
Underlying Shares
Authority
Distribution Rights
Exclusivity
Territory
Regulatory Compliance
Distribution Mechanics
Pricing
Commission Structure
Payment Terms
Representations and Warranties
Covenants
Conditions Precedent
Due Diligence
Marketing
Documentation
Reporting Requirements
Confidentiality
Non-Competition
Non-Solicitation
Lock-up
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Force Majeure
Indemnification
Limitation of Liability
Insurance
Intellectual Property
Record Keeping
Audit Rights
Term
Termination
Events of Default
Consequences of Termination
Assignment
Dispute Resolution
Governing Law
Jurisdiction
Notices
Amendment
Severability
Entire Agreement
Counterparts
Language Requirements
Anti-Money Laundering
Anti-Corruption
Foreign Investment Compliance
Financial Services
Banking
Investment Management
Securities Trading
Technology
Manufacturing
Real Estate
Infrastructure
Energy
Mining
Telecommunications
Healthcare
Consumer Goods
Retail
Legal
Compliance
Corporate Finance
Treasury
Risk Management
Corporate Secretarial
Investment Banking
Securities Trading
Business Development
Financial Control
Chief Executive Officer
Chief Financial Officer
Corporate Secretary
Legal Director
Compliance Officer
Investment Banking Director
Distribution Head
Securities Trading Manager
Corporate Finance Manager
Risk Management Officer
Board of Directors Member
Equity Capital Markets Director
Treasury Manager
Financial Controller
Business Development Director
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