The Investment Agreement serves as the primary legal framework for structuring investments in Indonesian companies, whether from domestic or foreign sources. It is essential for transactions ranging from venture capital and private equity investments to strategic corporate investments, providing comprehensive coverage of investment terms, shareholder rights, and governance structures. The document must comply with Indonesian investment laws, including Law No. 25/2007 on Investment and Presidential Regulation No. 10/2021 on Investment Business Fields, while addressing specific sector restrictions and foreign ownership limitations. This agreement is particularly crucial in Indonesia's evolving business landscape, where increasing foreign investment necessitates careful attention to regulatory compliance, corporate governance, and investor protection mechanisms. The document typically includes detailed provisions for capital structure, board composition, reserved matters, and exit rights, all tailored to meet both Indonesian legal requirements and international investment standards.
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1. Parties: Identification of the investor(s) and investee company, including registration details as required under Indonesian law
2. Background: Context of the investment, current company structure, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including language interpretation principles for the bilingual agreement
4. Investment Terms: Details of investment amount, valuation, and resulting shareholding percentages
5. Conditions Precedent: Prerequisites to be fulfilled before investment completion, including regulatory approvals
6. Completion Mechanics: Process and timeline for the investment completion, including documentation requirements
7. Warranties and Representations: Standard and specific warranties from both the company and existing shareholders
8. Covenants: Ongoing obligations of all parties, including compliance with Indonesian investment regulations
9. Corporate Governance: Board composition, voting rights, and reserved matters
10. Shareholder Rights and Obligations: Rights and obligations of shareholders, including pre-emptive rights and transfer restrictions
11. Confidentiality: Confidentiality obligations and permitted disclosures
12. Term and Termination: Duration of the agreement and termination circumstances
13. Dispute Resolution: Dispute resolution procedures, typically including BANI arbitration provisions
14. General Provisions: Standard boilerplate clauses, including governing law and language provisions
1. Anti-Dilution Protection: Used when investors require protection against future down rounds
2. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake
3. Drag-Along Rights: Used when majority shareholders want right to force minorities to join in sale
4. Strategic Rights: For strategic investors requiring specific commercial rights or arrangements
5. Employee Stock Option Pool: When the investment includes provision for employee share schemes
6. Performance Targets: When investment is linked to specific company performance metrics
7. Multiple Closing Mechanics: For staged investments with multiple tranches
8. Put Option Rights: When investors require specific exit rights
9. Non-Compete and Non-Solicit: When restrictions on founders/key shareholders are required
1. Capitalization Table: Pre and post-investment shareholding structure
2. Warranties: Detailed company and founder warranties
3. Reserved Matters: List of matters requiring special approval rights
4. Company Information: Detailed company information including licenses and permits
5. Form of Shareholders Resolution: Template for shareholder resolutions required for completion
6. Form of Board Resolution: Template for board resolutions required for completion
7. Form of Share Certificate: Template for new share certificates to be issued
8. Management Accounts: Latest financial statements of the company
9. Business Plan: Agreed business plan and use of investment proceeds
10. Key Performance Indicators: Agreed metrics for monitoring company performance
Relevant legal definitions
Affiliate
Agreement
Anti-Dilution Rights
BANI
Board of Commissioners
Board of Directors
Business Day
Business Plan
Completion
Completion Date
Conditions Precedent
Confidential Information
Deed of Transfer
Defaulting Shareholder
Dispute
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Completion
Fully Diluted Basis
General Meeting of Shareholders
Governmental Authority
IDX
Indonesian GAAP
Investment Amount
Investment Law
IPO
Key Management
Law
Lien
Long Stop Date
Management Accounts
Material Adverse Effect
MOLHR
New Securities
OJK
Ordinary Shares
Parties
Pre-emptive Rights
Preferred Shares
Purchase Price
Related Party
Reserved Matters
Rupiah
Sale Shares
Shareholders Agreement
Subscription Shares
Subsidiary
Tag-Along Right
Target Company
Transaction Documents
Transfer
Valuation
Warranties
Agreement
Anti-Dilution Rights
BANI
Board of Commissioners
Board of Directors
Business Day
Business Plan
Completion
Completion Date
Conditions Precedent
Confidential Information
Deed of Transfer
Defaulting Shareholder
Dispute
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exit Event
Fair Market Value
Financial Year
First Completion
Fully Diluted Basis
General Meeting of Shareholders
Governmental Authority
IDX
Indonesian GAAP
Investment Amount
Investment Law
IPO
Key Management
Law
Lien
Long Stop Date
Management Accounts
Material Adverse Effect
MOLHR
New Securities
OJK
Ordinary Shares
Parties
Pre-emptive Rights
Preferred Shares
Purchase Price
Related Party
Reserved Matters
Rupiah
Sale Shares
Shareholders Agreement
Subscription Shares
Subsidiary
Tag-Along Right
Target Company
Transaction Documents
Transfer
Valuation
Warranties
Clauses
Investment Terms
Share Subscription
Share Purchase
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Covenants
Post-Completion Covenants
Corporate Governance
Board Composition
Reserved Matters
Shareholder Rights
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Information Rights
Dividend Rights
Exit Rights
Put Option
Call Option
IPO Rights
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Regulatory Compliance
Foreign Investment Compliance
Share Retention
Management Participation
Financial Matters
Tax Matters
Indemnification
Force Majeure
Term and Termination
Events of Default
Dispute Resolution
Governing Law
Language
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Share Subscription
Share Purchase
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Pre-Completion Covenants
Post-Completion Covenants
Corporate Governance
Board Composition
Reserved Matters
Shareholder Rights
Pre-emptive Rights
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-Dilution
Information Rights
Dividend Rights
Exit Rights
Put Option
Call Option
IPO Rights
Non-Competition
Non-Solicitation
Confidentiality
Public Announcements
Regulatory Compliance
Foreign Investment Compliance
Share Retention
Management Participation
Financial Matters
Tax Matters
Indemnification
Force Majeure
Term and Termination
Events of Default
Dispute Resolution
Governing Law
Language
Notices
Assignment
Amendment
Severability
Entire Agreement
Costs and Expenses
Relevant Industries
Technology
E-commerce
Financial Services
Manufacturing
Agriculture
Mining and Resources
Healthcare
Education
Retail
Transportation and Logistics
Renewable Energy
Real Estate
Tourism and Hospitality
Consumer Goods
Infrastructure
Relevant Teams
Legal
Finance
Corporate Development
Investment
Compliance
Board of Directors
Executive Leadership
Corporate Secretariat
Risk Management
Business Development
Strategy
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Director
Corporate Development Manager
Legal Counsel
Investment Manager
Corporate Secretary
Finance Director
Business Development Director
Compliance Officer
Board Director
Managing Partner
Investment Analyst
Due Diligence Officer
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