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Sale Of Shares Contract
"I need a Sale of Shares Contract under Indonesian law for the sale of 60% shareholding in a private manufacturing company based in Jakarta, with completion planned for March 2025 and payment to be made in three installments."
1. Parties: Identification of the Seller(s) and Buyer(s), including complete legal names and addresses
2. Background: Context of the transaction, including details about the Company whose shares are being sold
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including number of shares, percentage of ownership being transferred
5. Purchase Price: Specified purchase price, payment terms, and payment method
6. Conditions Precedent: Conditions that must be satisfied before completion, including regulatory approvals
7. Completion: Details of the completion process, timing, and deliverables
8. Seller's Warranties: Warranties regarding share ownership, authority to sell, and company status
9. Buyer's Warranties: Warranties regarding authority to purchase and financial capacity
10. Covenants: Pre and post-completion obligations of the parties
11. Tax Matters: Allocation of tax liabilities and obligations
12. Confidentiality: Obligations regarding confidential information
13. Governing Law and Dispute Resolution: Choice of Indonesian law and dispute resolution mechanisms
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-dilution Provisions: Used when protecting against future share issuances, particularly in partial stake sales
2. Tag-Along Rights: Include when minority shareholders need protection in partial stake sales
3. Drag-Along Rights: Include when majority shareholders want to ensure ability to force sale of minority stakes
4. Non-Competition: Include when seller is required to restrict future competitive activities
5. Employee Matters: Include when the transaction affects key employees or management
6. Intellectual Property Rights: Include when IP is a significant company asset
7. Break Fee: Include when parties want to specify compensation for transaction failure
8. Earn-out Provisions: Include when part of purchase price is contingent on future performance
1. Share Details: Details of shares being transferred including share certificates numbers and class of shares
2. Company Information: Key corporate information including registration details, licenses, and permits
3. Warranties: Detailed warranties and representations by the seller regarding the company and shares
4. Completion Checklist: List of all documents and actions required for completion
5. Encumbrances: List of any existing encumbrances on the shares
6. Corporate Structure: Pre and post-completion corporate structure diagrams
7. Required Consents: List of third-party and regulatory consents required
8. Disclosure Letter: Seller's disclosures against the warranties
Authors
Articles of Association
Board
Business Day
Buyer
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Deed of Transfer
Disclosed
Disclosure Letter
Encumbrance
Foreign Investment Approval
Governmental Authority
IDR
Indonesian GAAP
Investment Coordinating Board (BKPM)
Material Adverse Change
Ministry of Law and Human Rights
Notarial Deed
Purchase Price
Related Party
Relevant Authority
Sale Shares
Seller
Share Certificates
Shareholders
Shareholders Register
Target Company
Tax
Transaction Documents
Transfer Form
Warranties
Working Hours
Sale and Purchase
Purchase Price
Payment Terms
Conditions Precedent
Pre-Completion Obligations
Completion
Post-Completion Obligations
Seller Warranties
Buyer Warranties
Warranty Limitations
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Share Transfer Restrictions
Regulatory Compliance
Foreign Investment Requirements
Corporate Approvals
Notarization Requirements
Board and Shareholder Approvals
Change of Control
Force Majeure
Termination
Governing Law
Dispute Resolution
Notices
Assignment
Severability
Entire Agreement
Amendment
Costs and Expenses
Further Assurance
Third Party Rights
Language Requirements
Counterparts
Manufacturing
Technology
Financial Services
Real Estate
Mining
Agriculture
Retail
Healthcare
Education
Transportation
Energy
Telecommunications
Construction
Professional Services
Tourism
Legal
Finance
Corporate Secretariat
Compliance
Tax
Risk Management
Business Development
Corporate Development
Mergers & Acquisitions
Investment
Strategy
Chief Executive Officer
Chief Financial Officer
Corporate Lawyer
Legal Counsel
Investment Manager
Company Secretary
Finance Director
Business Development Director
Compliance Officer
Corporate Secretary
Board Director
Managing Director
Mergers & Acquisitions Manager
Investment Banker
Tax Manager
Risk Manager
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